EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

$1,500,000,000 
 AMENDED
AND RESTATED CREDIT AGREEMENT 
 Dated as of October 10, 2014 

among 
 FMC
CORPORATION 
 as U.S. Borrower 

and 
 THE
FOREIGN SUBSIDIARIES PARTY HERETO FROM TIME TO TIME 

as Euro Borrowers 

THE LENDERS AND ISSUING BANKS PARTY
HERETO 
 and 

CITIBANK, N.A., 

as Administrative Agent,  

* * * 

CITIGROUP GLOBAL MARKETS INC. 

and 

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED 
 as Joint Lead Arrangers 

BANK OF AMERICA, N.A., 

as Syndication Agent 

and 
 BNP
PARIBAS, 
 DNB CAPITAL LLC, 

HSBC BANK USA, NATIONAL ASSOCIATION, 

JPMORGAN CHASE BANK, N.A., 

SUMITOMO MITSUI BANKING CORPORATION, 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 

and 
 U.S.
BANK NATIONAL ASSOCIATION, 
 as Co-Documentation Agents 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
	 Article I     DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 SECTION 1.01    
	    	Certain Defined Terms	  	 	1	  
			
	 SECTION 1.02
	    	Computation of Time Periods	  	 	25	  
			
	 SECTION 1.03
	    	Accounting Terms and Principles	  	 	26	  
			
	 SECTION 1.04
	    	Certain Terms	  	 	26	  
		
	 Article II    AMOUNTS AND TERMS OF THE LOANS
	  	 	27	  
			
	 SECTION 2.01
	    	The Revolving Loans	  	 	27	  
			
	 SECTION 2.02
	    	[Intentionally Deleted]	  	 	28	  
			
	 SECTION 2.03
	    	The Swing Loans	  	 	28	  
			
	 SECTION 2.04
	    	The Letters of Credit	  	 	28	  
			
	 SECTION 2.05
	    	Fees	  	 	28	  
			
	 SECTION 2.06
	    	Reductions and Increases of the Commitments	  	 	30	  
			
	 SECTION 2.07
	    	Repayment	  	 	33	  
			
	 SECTION 2.08
	    	Interest	  	 	34	  
			
	 SECTION 2.09
	    	Interest Rate Determinations	  	 	35	  
			
	 SECTION 2.10
	    	Prepayments	  	 	36	  
			
	 SECTION 2.11
	    	Payments and Computations	  	 	37	  
			
	 SECTION 2.12
	    	Taxes	  	 	38	  
			
	 SECTION 2.13
	    	Sharing of Payments, Etc	  	 	42	  
			
	 SECTION 2.14
	    	Conversion or Continuation of Revolving Loans	  	 	42	  
			
	 SECTION 2.15
	    	Extension of Termination Date	  	 	43	  
			
	 SECTION 2.16
	    	Defaulting Lender	  	 	47	  
		
	 Article III    MAKING THE LOANS AND ISSUING THE LETTERS OF CREDIT
	  	 	49	  
			
	 SECTION 3.01
	    	Making the Revolving Loans	  	 	49	  
			
	 SECTION 3.02
	    	[Intentionally Deleted]	  	 	50	  
			
	 SECTION 3.03
	    	Making the Swing Loans, Etc	  	 	51	  
			
	 SECTION 3.04
	    	Issuance of Letters of Credit	  	 	53	  
			
	 SECTION 3.05
	    	Increased Costs	  	 	57	  
			
	 SECTION 3.06
	    	Illegality	  	 	59	  
			
	 SECTION 3.07
	    	Reasonable Efforts to Mitigate	  	 	59	  
			
	 SECTION 3.08
	    	Right to Replace Affected Person or Lender	  	 	60	  
			
	 SECTION 3.09
	    	Use of Proceeds	  	 	61	  
		
	 Article IV    CONDITIONS OF LENDING
	  	 	61	  
			
	 SECTION 4.01
	    	Conditions Precedent to Initial Borrowing	  	 	61	  


  
 i 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	    	 	  	Page	 
	 SECTION 4.02    
	    	Conditions Precedent to Each Revolving Loan Borrowing, Swing Loan Borrowing and Letter of Credit Issuance	  	 	62	  
		
	 Article V    REPRESENTATIONS AND WARRANTIES
	  	 	63	  
			
	 SECTION 5.01
	    	Corporate Existence; Compliance with Law	  	 	63	  
			
	 SECTION 5.02
	    	Corporate Power; Authorization; Enforceable Obligations	  	 	63	  
			
	 SECTION 5.03
	    	Financial Statements	  	 	64	  
			
	 SECTION 5.04
	    	Material Adverse Change	  	 	64	  
			
	 SECTION 5.05
	    	Litigation	  	 	65	  
			
	 SECTION 5.06
	    	Taxes	  	 	65	  
			
	 SECTION 5.07
	    	Full Disclosure	  	 	65	  
			
	 SECTION 5.08
	    	Investment Company Act	  	 	65	  
			
	 SECTION 5.09
	    	ERISA	  	 	65	  
			
	 SECTION 5.10
	    	Environmental Matters	  	 	66	  
			
	 SECTION 5.11
	    	Ownership of Properties; Liens	  	 	66	  
			
	 SECTION 5.12
	    	OFAC	  	 	67	  
			
	 SECTION 5.13
	    	Anti-Corruption Laws; Anti-Money Laundering Laws	  	 	67	  
		
	 Article VI    COVENANTS OF THE COMPANY
	  	 	67	  
			
	 SECTION 6.01
	    	Financial Covenants	  	 	67	  
			
	 SECTION 6.02
	    	Reporting Covenants	  	 	68	  
			
	 SECTION 6.03
	    	Affirmative Covenants	  	 	70	  
			
	 SECTION 6.04
	    	Negative Covenants	  	 	72	  
		
	 Article VII    EVENTS OF DEFAULT
	  	 	75	  
			
	 SECTION 7.01
	    	Events of Default	  	 	75	  
			
	 SECTION 7.02
	    	Actions in Respect of the Letters of Credit Upon Event of Default; L/C Cash Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release	  	 	77	  
		
	 Article VIII    THE ADMINISTRATIVE AGENT
	  	 	79	  
			
	 SECTION 8.01
	    	Authorization and Action	  	 	79	  
			
	 SECTION 8.02
	    	Reliance, Etc	  	 	80	  
			
	 SECTION 8.03
	    	The Agents and their Affiliates as Lenders	  	 	80	  
			
	 SECTION 8.04
	    	Lender Credit Decision	  	 	80	  
			
	 SECTION 8.05
	    	Indemnification	  	 	81	  
			
	 SECTION 8.06
	    	Successor Administrative Agent	  	 	81	  


  
 ii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	    	 	  	Page	 
	 SECTION 8.07    
	    	No Other Duties, Etc	  	 	82	  
		
	 Article IX    MISCELLANEOUS
	  	 	82	  
			
	 SECTION 9.01
	    	Amendments, Etc	  	 	82	  
			
	 SECTION 9.02
	    	Notices, Etc	  	 	83	  
			
	 SECTION 9.03
	    	No Waiver; Remedies	  	 	85	  
			
	 SECTION 9.04
	    	Costs and Expenses	  	 	86	  
			
	 SECTION 9.05
	    	Rights of Set-off; Payments Set Aside	  	 	87	  
			
	 SECTION 9.06
	    	Binding Effect	  	 	88	  
			
	 SECTION 9.07
	    	Assignments and Participations	  	 	88	  
			
	 SECTION 9.08
	    	No Liability of the Issuing Banks	  	 	93	  
			
	 SECTION 9.09
	    	Governing Law	  	 	93	  
			
	 SECTION 9.10
	    	Execution in Counterparts	  	 	93	  
			
	 SECTION 9.11
	    	Confidentiality	  	 	93	  
			
	 SECTION 9.12
	    	Submission to Jurisdiction; Service of Process	  	 	94	  
			
	 SECTION 9.13
	    	WAIVER OF JURY TRIAL	  	 	95	  
			
	 SECTION 9.14
	    	Judgment Currency	  	 	95	  
			
	 SECTION 9.15
	    	European Monetary Union	  	 	95	  
			
	 SECTION 9.16
	    	USA PATRIOT Act	  	 	96	  
			
	 SECTION 9.17
	    	Continued Effectiveness	  	 	96	  
			
	 SECTION 9.18
	    	Entire Agreement	  	 	96	  
			
	 SECTION 9.19
	    	No Fiduciary Duty	  	 	96	  
		
	 Article X    GUARANTY
	  	 	97	  
			
	 SECTION 10.01
	    	Guaranty	  	 	97	  
			
	 SECTION 10.02
	    	Authorization; Other Agreements	  	 	98	  
			
	 SECTION 10.03
	    	Guaranty Absolute and Unconditional	  	 	99	  
			
	 SECTION 10.04
	    	Waivers	  	 	100	  
			
	 SECTION 10.05
	    	Reliance	  	 	100	  
			
	 SECTION 10.06
	    	Waiver of Subrogation and Contribution Rights	  	 	100	  
			
	 SECTION 10.07
	    	Subordination	  	 	100	  
			
	 SECTION 10.08
	    	Default; Remedies	  	 	101	  
			
	 SECTION 10.09
	    	Irrevocability	  	 	101	  
			
	 SECTION 10.10
	    	Setoff	  	 	101	  
			
	 SECTION 10.11
	    	No Marshaling	  	 	101	  
			
	 SECTION 10.12
	    	Enforcement; Amendments; Waivers	  	 	102	  


  
 iii 








 SCHEDULES AND EXHIBITS 

 

							
	 SCHEDULES
	  				  	
			
	 Schedule I
	  	 	-	  	  	Commitments
	 Schedule II
	  	 	-	  	  	Material Subsidiaries
	 Schedule 2.04
	  	 	-	  	  	Existing Letters of Credit
	 Schedule 5.02
	  	 	-	  	  	Consents
	 Schedule 5.05
	  	 	-	  	  	Litigation
	 Schedule 5.10
	  	 	-	  	  	Environmental Matters
	 Schedule 6.04(a)
	  	 	-	  	  	Existing Liens
	  
 EXHIBITS
	  				  	


							
			
	 Exhibit A
	  	 	-	  	  	Form of Revolving Loan Note
	 Exhibit B-1
	  	 	-	  	  	Form of Notice of Revolving Loan Borrowing
	 Exhibit B-2
	  	 	-	  	  	Form of Notice of Conversion or Continuation
	 Exhibit C-1
	  	 	-	  	  	Form of Assignment and Acceptance
	 Exhibit C-2
	  	 	-	  	  	Form of Participation Agreement
	 Exhibit C-3
	  	 	-	  	  	Form of New Commitment Acceptance
	 Exhibit D-1
	  	 	-	  	  	Form of Euro Borrower Designation
	 Exhibit D-2
	  	 	-	  	  	Form of Swing Loan Borrower Designation
	 Exhibit E
	  	 	-	  	  	Form of Swing Loan Request


  
 iv 








 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 

AMENDED AND RESTATED CREDIT AGREEMENT 

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of October 10, 2014, among FMC CORPORATION, a
Delaware corporation (“U.S. Borrower”), the Euro Borrowers (as defined below) and the Swing Loan Borrowers (as defined below), in each case, party hereto from time to time (the Euro Borrowers and the Swing Loan Borrowers together
with the U.S. Borrower, collectively the “Borrowers”), the lenders and issuing banks listed on the signature pages hereof under the heading “Lenders” (the “Lenders”) and the other Lenders (as
defined below) party hereto from time to time, BANK OF AMERICA, N.A., as syndication agent (the “Syndication Agent”), BNP PARIBAS, DNB CAPITAL LLC, HSBC BANK USA, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI
BANKING CORPORATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders
hereunder. 
 WHEREAS, certain of the Borrowers are party to the Credit Agreement, dated as of August 5, 2011, among the U.S. Borrower,
as borrower, the U.S. Borrower’s foreign subsidiaries party thereto, Citibank, N.A., as administrative agent, and the lenders, issuing banks and other parties party thereto (as amended by that certain Amendment and Consent No. 1 thereto,
dated as of August 5, 2013, prior to the date hereof, the “Existing Credit Agreement”); and 
 WHEREAS, the Borrowers
have requested, among other things, that the Lenders make certain changes to the Existing Credit Agreement as contained herein and amend and restate the Existing Credit Agreement in whole, without constituting a novation. 

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree to amend and
restate the Existing Credit Agreement in its entirety without constituting a novation, effective on the Effective Date, as follows: 

ARTICLE I 
 DEFINITIONS AND
ACCOUNTING TERMS 
 SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 

“Acceptance” means an Assignment and Acceptance or a New Commitment Acceptance. 

“Acquisition” means the acquisition of the Target by the U.S. Borrower (either directly or indirectly through a Wholly-Owned
Subsidiary) pursuant to the Acquisition Agreement. 
 “Acquisition Agreement” means that certain Share Purchase Agreement,
dated as of 8 September 2014, among the U.S. Borrower, one or more of its subsidiaries and Auriga Industries A/S, a company incorporated and registered under the laws of Denmark. 








 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 “Acquisition Closing Date” means the date on which the Acquisition is
consummated in accordance with terms of the Acquisition Agreement. 
 “Administrative Agent” has the meaning specified in
the recital of parties to this Agreement. 
 “Administrative Agent’s Account” means, in respect of any Currency, such
account as the Administrative Agent shall designate in a notice to the U.S. Borrower and the Lenders. 
 “Affected Person”
has the meaning specified in Sections 2.12(j), 3.05(e), 3.06 and 3.08(a). 
 “Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with such Person, each officer, director, general partner or joint-venturer of such Person, and each Person
that is the beneficial owner of 5% or more of any class of Voting Stock of such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 
 “Agency Fee
Letter” means that certain Agency Fee Letter, dated as of the Effective Date, among the U.S. Borrower and the Administrative Agent. 

“Agents” means, collectively, the Administrative Agent and the Syndication Agent. 

“Alternate Currency” means any lawful currency other than Dollars (approved by the Administrative Agent and each Lender)
which is freely transferable into Dollars. 
 “Anniversary Date” has the meaning specified in Section 2.15(a).

 “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its
Subsidiaries from time to time concerning or relating to bribery or corruption, including without limitation the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq. 

“Anti-Money Laundering Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its
Subsidiaries from time to time concerning or relating to money laundering, including without limitation the Patriot Act. 

“Applicable Lending Office” means, with respect to each Lender, and for each Type and Currency of Loan, such Lender’s
Domestic Lending Office in the case of a Base Rate Loan and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Loan. 

  
 2 









 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 “Applicable Margin” means, as of any date, the applicable margin set forth
under the Eurocurrency Rate or Base Rate column set forth below, as applicable, based upon the Public Debt Rating in effect on such date: 
  

					
	 PUBLIC DEBT RATING

        
S&P/MOODY’S        
	  	 EUROCURRENCY

RATE
	  	 BASE RATE

	 Level 1

A / A2 or higher
	  	0.795%	  	0.000%
			
	 Level 2

A- / A3
	  	0.900%	  	0.000%
			
	 Level 3

BBB+ / Baa1
	  	1.000%	  	0.000%
			
	 Level 4

BBB / Baa2
	  	1.100%	  	0.100%
			
	 Level 5

Lower than Level 4
	  	1.300%	  	0.300%

 “Applicable Percentage” means, as of any date, the applicable percentage set forth below
under the Facility Fee column based upon the Public Debt Rating in effect on such date: 
  

			
	 PUBLIC DEBT RATING

        
S&P/MOODY’S        
	  	 FACILITY

FEE

	 Level 1

A / A2 or higher
	  	0.080%
		
	 Level 2

A- / A3
	  	0.100%
		
	 Level 3

BBB+ / Baa1
	  	0.125%
		
	 Level 4

BBB / Baa2
	  	0.150%
		
	 Level 5

Lower than Level 4
	  	0.200%

 “Arrangers” means CGMI and Merrill, in their respective capacities as joint lead arrangers.

 “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and
accepted by the Administrative Agent, in accordance with Section 9.07 and in substantially the form of Exhibit C-1 hereto. 

“Available Amount” means, at any time, with respect to any Letter of Credit, the maximum amount available to be drawn under
such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing), provided, that if any Letter of Credit provides for future increases in the maximum amount available to be drawn under such Letter of


  
 3 









 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 
Credit, then the “Available Amount” of such Letter of Credit shall mean, at any time, the maximum amount available to be drawn under such Letter of Credit after taking into
account all increases in the availability thereunder. 
 “Base Rate” means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time which rate per annum shall at all times be equal to the highest of: 
 (a) the rate of interest
announced publicly by Citibank in New York, New York, from time to time, as its “base rate”; 
 (b) the Federal Funds
Effective Rate plus 1/2 of 1%; and 
 (c) Eurocurrency Rate for a one-month period plus 1%; provided, that for purposes
of this clause (c), the Eurocurrency Rate shall be based on the Eurocurrency Rate at approximately 11:00 A.M. (London time) on such day of determination, but shall otherwise be calculated in accordance with the definition of “Eurocurrency
Rate” (including the interest rate floors set forth therein). 
 “Base Rate Loan” means a Loan denominated in Dollars
which bears interest as provided in Section 2.08(a)(i). 
 “BofA” means Bank of America, N.A., a national
banking association. 
 “Borrowers” has the meaning specified in the recital of parties to this Agreement. 

“Borrowers’ Accountants” means KPMG LLP or other independent nationally-recognized public accountants acceptable to the
Administrative Agent 
 “Borrowing” means a Revolving Loan Borrowing or a Swing Loan Borrowing. 

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City and, if
the applicable Business Day relates to any Eurocurrency Rate Loans, on which dealings are carried on in the London interbank market (or, in the case of Loans denominated in Euros, on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open). 
 “Capital Lease” means, with respect to any Person, any lease of, or other
arrangement conveying the right to use, property by such Person as lessee that would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with GAAP. 

“Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all Consolidated obligations of such
Person or any of its Subsidiaries under Capital Leases. 
 “Cash Collateralize” means, in respect of an obligation, to
provide and pledge (as a first priority perfected security interest) cash collateral in Dollars or Alternate Currency specified by the Administrative Agent, at a location and pursuant to documentation in form and substance reasonably satisfactory to
the Administrative Agent (and “Cash Collateralization” has a corresponding meaning). 

  
 4 









 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 “CGMI” means Citigroup Global Markets Inc. 

“Change of Control” means the occurrence of any of the following: (a) any Person or group of Persons (within the meaning
of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended) of 30% or more of the issued and outstanding Voting
Stock of the U.S. Borrower or (b) during any period of twenty-four (24) consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of the U.S. Borrower (together with any new directors
whose election by the board of directors of the U.S. Borrower or whose nomination for election by the stockholders of the U.S. Borrower was approved by a vote of at least two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office. 

“Citibank” means Citibank, N.A., a national banking association, and its successors. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. 
 “Co-Documentation Agents” has the meaning specified in the recital of parties to this Agreement. 

“Commitment” means, as to any Lender, (i) the Dollar amount set forth opposite its name on Schedule I hereto or
(ii) if such Lender has entered into one or more Acceptances, the amount set forth for such Lender in the Register, in each case as the same may be increased or reduced as expressly provided herein (including, without limitation, pursuant to
Sections 2.06, 2.15(c), 3.08 and 9.07). 
 “Confidential Information” has the meaning set
forth in Section 9.11 hereto. 
 “Consolidated” refers to the consolidation of accounts of the U.S. Borrower
and its Subsidiaries in accordance with GAAP. 
 “Constituent Documents” means, with respect to any Person, (a) the
articles of incorporation and/or organization, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws, operating agreement (or the equivalent governing documents) of
such Person and (c) any document setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of
such Person’s Stock. 
 “Contaminant” means any material, substance or waste that is classified, regulated or
otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any green house gas, petroleum or petroleum-derived substance or waste,
asbestos and polychlorinated biphenyls. 

  
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 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 “Continuation”, “Continue” and “Continued”
each refer to a continuation of Eurocurrency Rate Loans for an additional Interest Period pursuant to Section 2.14. 

“Contractual Obligation” means, as to any Person, any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound. 
 “Conversion”, “Convert” and
“Converted” each refer to a conversion of Revolving Loans of one Type into Revolving Loans of the other Type pursuant to Section 2.14. 

“CRR” means the Council Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on
prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012. 

“Currency” means Dollars or any Alternate Currency. 

“Customary Permitted Liens” means, with respect to any Person, any of the following Liens: 

(a) Liens for taxes, assessments, governmental charges, claims or levies in each case that are not yet due or that are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves (in the good faith judgment of the management of the respective Person) have been established; 

(b) Liens of landlords, liens in favor of utilities and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and
other liens imposed by law or contract which were incurred in the ordinary course of business and (i) which secure amounts not yet due or (ii)(A) which do not in the aggregate materially detract from the value of such property (other than
immaterial property) or materially impair the use thereof in the operation of the business of any Person or (B) which Liens (or the amounts secured thereby) are being contested in good faith by appropriate proceedings, which proceedings have
the effect of preventing the forfeiture or sale of the property subject to such Lien and with respect to which adequate reserves (in the good faith judgment of the management of the respective Person) have been established; 

(c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
or other types of social security benefits or to secure the performance of trade contracts, bids, tenders, statutory and regulatory obligations, sales, contracts (other than for the repayment of borrowed money), appeal bonds, leases, government
contracts or customs bonds and other similar obligations incurred in the ordinary course of business; 
 (d) encumbrances arising by reason
of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property
or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property; 
 (e)
encumbrances, easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of any Person; 

  
 6 









 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 (f) encumbrances arising under leases or subleases of real property that do not, in the
aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted at such real property; 

(g) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of
such Person’s business; 
 (h) Liens arising from judgments, decrees or attachments and Liens securing appeal bonds arising from
judgments, in each case in circumstances not constituting an Event of Default, provided that no cash or property is deposited or delivered to secure any such judgment or award; 

(i) Liens on tangible property of a Person or a business that are existing at the time such Person or business is acquired pursuant to an
acquisition not prohibited by Section 6.04(b), provided that such Liens were not placed on such property in contemplation of the consummation of the acquisition and do not extend to any property other than those of the Person or the
business so acquired (and proceeds and products of any of the foregoing); 
 (j) Liens encumbering goods under production and arising from
progress or partial payments by the U.S. Borrower or any Subsidiary relating to the underlying goods; 
 (k) Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the U.S. Borrower or any Subsidiary in the ordinary course of business; 

(l) Liens under ERISA to the extent the creation thereof would not breach the representation made in Section 5.08 if made
immediately after such creation; 
 (m) Liens on any proceeds (including, without limitation, insurance, condemnation and eminent domain
proceeds) or products of any property, a lien over which is a Lien permitted by Section 6.04(a); and 
 (n) Liens arising solely
by virtue of any statutory or common law provisions relating to (i) banker’s liens, (ii) liens in favor of securities intermediaries and (iii) rights of set off or similar rights and remedies as to deposit accounts or securities
accounts or other funds maintained with depository institutions or securities intermediaries, including Liens arising under Article 24 of the general terms and conditions of any member of the Dutch Bankers’ Association or any similar term
applied by a financial institution in the Netherlands pursuant to its general terms and conditions. 
 “Default” means any
Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both. 

“Default Interest” has the meaning specified in Section 2.08(b). 

“Defaulting Lender” means at any time, subject to Section 2.16(e), (i) any Lender that has failed to comply
with its obligations under this Agreement to make a Loan, make a payment to any Issuing Bank in respect of a Letter of Credit, make a payment to the Swing Loan Lender in respect of a Swing Loan or pay to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder (each a “Funding Obligation”) within two 

  
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 AMENDED AND RESTATED CREDIT
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 FMC CORPORATION 
  

 
Business Days of the date such Funding Obligation was required to be funded hereunder unless such Lender notifies the Administrative Agent and the U.S. Borrower in writing that such failure is
the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, (ii) any Lender that has notified the Administrative Agent, the U.S. Borrower, the Issuing Bank or the Swing Loan Lender in writing, or has stated publicly, that it does not intend to comply with its Funding Obligations hereunder
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) any Lender that has defaulted on its funding obligations under any other loan agreements or
credit agreements generally, (iv) any Lender that has, for three or more Business Days after written request of the Administrative Agent or the U.S. Borrower, failed to confirm in writing to the Administrative Agent and the U.S. Borrower that
it will comply with its prospective funding obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Administrative Agent’s and the U.S. Borrower’s receipt of
such written confirmation), or (v) any Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such Lender or its Parent Company (provided, in each case, that neither the reallocation of
Funding Obligations provided for in Section 2.16 as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated Funding Obligations will by themselves cause the relevant
Defaulting Lender to become a Non-Defaulting Lender). Notwithstanding anything to the contrary above, any determination by the Administrative Agent that a Lender is a Defaulting Lender under any of clauses (i) through
(v) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.16(e)) upon notification of such determination by the Administrative Agent to the
U.S. Borrower, the Issuing Banks, the Swing Loan Lender and the Lenders. 
 “Designated Borrower” means any Euro Borrower
or Swing Loan Borrower designated pursuant to a Euro Borrower Designation or a Swing Loan Borrower Designation, respectively. 

“Disclosure Documents” means, collectively, the U.S. Borrower’s annual report on Form 10-K for December 31, 2013
and quarterly report on Form 10-Q for June 30, 2014 and any amendments thereto filed by the U.S. Borrower with the SEC. 

“Documentary Letter of Credit” means any Letter of Credit that is drawable upon presentation of documents evidencing the sale
or shipment of goods purchased by the U.S. Borrower or any of its Subsidiaries in the ordinary course of its business. 
 “Dollar
Equivalent” means, with respect to any amount denominated in an Alternate Currency, the amount of Dollars that would be required to purchase such amount of such Alternate Currency, based upon the rate at which such Alternate Currency may be
exchanged for Dollars (x) in the case of an amount denominated in any Alternate Currency other than Euros, in the London foreign exchange market at approximately 11:00 A.M. London time or (y) in the case of an amount denominated in
Euros, in the London foreign exchange market at approximately 10:00 A.M. London time or, at the request of the Borrower, 11:00 A.M., Brussels time, in each case for delivery two Business Days thereafter. 

  
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 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 “Dollar Revolving Loan” has the meaning specified in
Section 2.01(a). 
 “Dollars” and “$” mean lawful money of the United States of America. 

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic
Lending Office” in its administrative questionnaire delivered to the Administrative Agent or in the Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the
U.S. Borrower and the Administrative Agent. 
 “Domestic Subsidiary” means any Subsidiary of the U.S. Borrower organized
under the laws of any state of the United States of America or the District of Columbia or any entity disregarded for U.S. tax purposes wholly owned by the U.S. Borrower or a Domestic Subsidiary. 

“Dutch Borrower” means any Borrower that is organized under the laws of the Netherlands. 

“Dutch Non-Public Lender” means: 

(i) until the publication of an interpretation of “public” as referred to in the CRR by the relevant authority/ies: an entity that
provides repayable funds to the Dutch Borrower for a minimum initial amount of EUR 100,000 (or its equivalent in another currency) or an entity otherwise qualifying as not forming part of the public), and 

(ii) following the publication of an interpretation of “public” as referred to in the CRR by the relevant authority/ies: such amount
or such criterion as a result of which such entity shall qualify as not forming part of the public. 
 “EBITDA” means, for
any period, net income for such period, plus, without duplication and to the extent deducted from revenues in determining net income for such period, the sum of (a) the aggregate amount of interest expense for such period, (b) the
aggregate amount of income and franchise tax expense for such period, (c) all amounts attributable to depreciation and amortization for such period, (d) all other non-cash charges and non-cash losses for such period and (e) all
Non-Recurring Items for such period and minus, without duplication and to the extent added to revenues in determining net income for such period, the sum of (i) all non-recurring non-cash gains during such period, (ii) the amount of
cash used during such period to the extent charged against net income in a different period and (iii) the amount of cash used during such period relating to a Non-Recurring Item, all as determined on a consolidated basis with respect to the
U.S. Borrower and its Subsidiaries in accordance with GAAP. For the purposes of calculating EBITDA for any period, if during such period the U.S. Borrower or any Subsidiary shall have made an acquisition, EBITDA for such period shall be calculated
after giving pro forma effect thereto as if such acquisition occurred on the first day of such period. 
 “Effective Date”
has the meaning set forth in Section 4.01. 
 “Eligible Assignee” means a Lender and any Affiliate of such
Lender or any other Person approved in writing by the Administrative Agent, the Issuing Banks, the Swing Loan Lenders and the U.S. Borrower; provided, that for the purposes of any Loan owed by a Dutch Borrower, any of the aforementioned
Persons is a Dutch Non-Public Lender; provided, further, that none of the following shall be an Eligible Assignee: (i) any natural person, (ii) any Borrower or any Affiliates of such Borrower or (iii) any Defaulting
Lender. 

  
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 AMENDED AND RESTATED CREDIT
AGREEMENT 
 FMC CORPORATION 
  

 “EMU” means economic and monetary union as contemplated in the Treaty on
European Union. 
 “EMU Legislation” means legislative measures of the European Council for the introduction of, changeover
to or operation of a single or unified European currency (whether known as the euro or otherwise), being in part the implementation of the third stage of EMU. 

“Environmental Law” means any federal, state or local law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award relating to the environment, health, safety or hazardous materials, including, without limitation, CERCLA, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic
Substances Control Act, the Clean Air Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Occupational Safety and Health Act. 

“Environmental Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities,
Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute and whether arising under any
Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental, health or safety condition or to any Release or threatened Release and resulting from the past, present or
future operations of, or ownership of property by, such Person or any of its Subsidiaries. 
 “Environmental Lien” means
any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs. 
 “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 

“ERISA Affiliate” means any Person who for purposes of Title IV of ERISA is a member of the U.S. Borrower’s
controlled group, or under common control with the U.S. Borrower, within the meaning of Section 414(b) or 414(c) of the Code. 

“ERISA Event” means, with respect to any Person, (a) the occurrence of a reportable event, within the meaning of
Section 4043 of ERISA, with respect to any Plan of such Person or any of its ERISA Affiliates unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the
provision by the administrator of any Plan of such Person or any of its ERISA Affiliates of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA with respect to a termination described in Section 4041(c)(2) of
ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (c) the cessation of operations at a facility of such Person or any of its ERISA Affiliates in the circumstances described in
Section 4062(e) of ERISA; (d) the withdrawal by such Person or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;


  
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 AMENDED AND RESTATED CREDIT
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 FMC CORPORATION 
  

 
(e) the failure by such person or any of its ERISA Affiliates to make a payment to a Plan required under the minimum funding standards of ERISA; (f) the adoption of an amendment to a
Plan of such Person or any of its ERISA Affiliates requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (g) the institution by the PBGC of proceedings to terminate a Plan of such Person or any of its ERISA
Affiliates, pursuant to Section 4042 of ERISA. 
 “Euro” means the single currency of Participating Member States of
the European Union. 
 “Euro Borrower” means each of FMC Finance B.V., a company organized and existing under the laws of
the Netherlands, FMC Chemicals Netherlands B.V., a company organized and existing under the laws of the Netherlands, FMC Foret, S.A., a company organized and existing under the laws of Spain, FMC Luxembourg Holdings S.à r.l. (previously named
“SHCO 91 S.à r.l.”) a private limited liability company (société à responsabilité limitée) having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duchy of
Luxembourg, with a share capital of EUR 12,500.-, registered with the Luxembourg Trade and Companies Register under number B 189601, FMC Luxembourg S.à r.l. (previously named “SHCO 92 S.à r.l.”) a private limited liability
company (société à responsabilité limitée) having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duchy of Luxembourg, with a share capital of EUR 12,500.-, registered with the
Luxembourg Trade and Companies Register under number B 189617, Surety International Ltd., a company organized and existing under the laws of Bermuda and any Foreign Subsidiary; provided, that such Foreign Subsidiary (i) is designated a
“Euro Borrower” for purposes of this Agreement by the U.S. Borrower in a written notice in substantially the form of Exhibit D-1 hereto (each, a “Euro Borrower Designation” and each Euro Borrower designated
thereby, a “Designated Borrower”), (ii) is approved as a Euro Borrower by the Administrative Agent and each Lender and (iii) joins this Agreement and the other Loan Documents pursuant to documentation satisfactory to the
Administrative Agent (including such guaranties as the Administrative Agent may require). 
 “Euro Borrower Designation”
has the meaning specified in the definition of “Euro Borrower”. 
 “Euro Revolving Loan” has the meaning
specified in Section 2.01(a). 
 “Eurocurrency Lending Office” means, with respect to any Lender, the office of
such Lender specified as its “Eurocurrency Lending Office” in its administrative questionnaire delivered to the Administrative Agent or in the Acceptance pursuant to which it became a Lender (or, if no such office is specified, its
Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the U.S. Borrower and the Administrative Agent. 

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time. 
 “Eurocurrency Rate” means, for any Interest Period for each
Eurocurrency Rate Loan comprising part of the same Borrowing, the rate per annum appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank


  
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 AMENDED AND RESTATED CREDIT
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 FMC CORPORATION 
  

 
market, the “Screen Rate”) as the London interbank offered rate for deposits in the applicable currency at approximately 11:00 A.M. (London time) on the second Business Day
immediately preceding the first day of such Interest Period, for a term comparable to such Interest Period; provided, that the Eurocurrency Rate shall not be less than zero; provided, further, that if the applicable Screen Rate
shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to the relevant currency, then the Eurocurrency Rate shall be the Interpolated Rate at such time. “Interpolated
Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis
between: (a) the applicable Screen Rate for the longest period (for which that Screen Rate is available in the relevant currency) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which
that Screen Rate is available in the relevant currency) that exceeds the Impacted Interest Period, in each case, at such time. 

“Eurocurrency Rate Loan” means a Loan denominated in Dollars or Euros which bears interest as provided in
Section 2.08(a)(iii). 
 “Eurocurrency Rate Reserve Percentage” of any Lender for any Interest Period for any
Eurocurrency Rate Loan means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any
such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period. 

“Events of Default” has the meaning specified in Section 7.01. 

“Excluded Representations” means the representations and warranties set forth in Sections 5.04
and 5.05. 
 “Existing Credit Agreement” has the meaning specified in the recitals hereto. 

“Existing Letters of Credit” means each “Letter of Credit” issued pursuant to the terms of, and as defined
in, the Existing Credit Agreement and outstanding on the Effective Date. 
 “Facility” means the Commitments and the
provisions herein relating to the Revolving Loans and Letters of Credit. 
 “Farm Credit System” means a federally
chartered network of borrower-owned lending institutions comprised of cooperatives and related service organizations regulated by the Farm Credit Administration. 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any
intergovernmental agreement implementing the foregoing. 

  
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 AMENDED AND RESTATED CREDIT
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 “FDIC” means the Federal Deposit Insurance Corporation or any successor.

 “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period
to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it. 
 “Final Termination Date” means, at any time, the latest occurring
Termination Date in effect at such time. 
 “Financial Covenant Debt” of any Person means Indebtedness of the type
specified in clauses (a), (b), (c), (d), (e), (f), (g) and (h) of the definition of “Indebtedness”; provided, however, that (i) in the case of clause (c), such
obligations shall be included in this definition of Financial Covenant Debt only to the extent such obligations are in respect of unreimbursed drawings under letters of credit, and (ii) that Guaranty Obligations supported by a Letter of Credit
shall not, to the extent so supported, be included in this definition of Financial Covenant Debt. 
 “Fiscal Quarter” means
each of the three month periods ending on March 31, June 30, September 30 and December 31. 
 “Fiscal
Year” means the twelve month period ending on December 31. 
 “FMC’s Business” means the business of
developing, manufacturing and/or selling, and providing research and development, marketing and/or other services and support for, chemical-based and formulated products and related organic and inorganic materials and any business reasonably
related, incidental, complementary or ancillary thereto. 
 “Foreign Currency Equivalent” means, with respect to any amount
in Dollars, the amount of an Alternate Currency that could be purchased with such amount of Dollars using the reciprocal of foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the
Administrative Agent. 
 “Foreign Credit Line” means a credit facility or similar credit arrangement (including any
arrangement in connection with vendor financing) made available by a financial institution to Foreign Subsidiaries or their customers, as applicable. 

“Foreign Subsidiary” means any Subsidiary of the U.S. Borrower that is not a Domestic Subsidiary. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, except
that, with respect to the determination of compliance by the U.S. Borrower with the covenant set forth in Section 6.01, “GAAP” shall mean such principles in the United States of America as in effect as of the date of,
and used in, the preparation of the audited financial statements of the U.S. Borrower referred to in Section 5.03. 

  
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 AMENDED AND RESTATED CREDIT
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 “Governmental Authority” means any nation, sovereign or government, any
state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any central bank. 

“Granting Lender” has the meaning specified in Section 9.07(a). 

“Guarantied Obligations” has the meaning specified in Section 10.01(a). 

“Guaranty” means the U.S. Borrower’s guaranty of the Guarantied Obligations of the Euro Borrowers and the Swing Loan
Borrowers under this Agreement as set forth in Article X (Guaranty) hereof. 
 “Guaranty Obligation” means,
as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide
assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against
loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale
with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such
Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any
balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments outside of the ordinary course of
business, if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for
property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above
the primary purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement relating thereto will be complied with or that any holder of such Indebtedness will be protected (in
whole or in part) against loss in respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported. 

“Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements,
forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates,
currency values or commodity prices. 
 “Increasing Lender” means, in connection with any increase in the aggregate amount
of the Commitments pursuant to Section 2.06(b), a Lender whose Commitment is increased pursuant to Section 2.06(b)(vi). 

  
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 AMENDED AND RESTATED CREDIT
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 “Indebtedness” of any Person means, as of any date of determination, without
duplication (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds (other than surety and performance bonds, which are covered in clause (c) below), debentures or
similar instruments or that bear interest, (c) all reimbursement and other obligations with respect to letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (d) all indebtedness for the
deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business that are not overdue, (e) all indebtedness of such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all
Capital Lease Obligations of such Person and the present value of future rental payments under all synthetic leases, (g) all Guaranty Obligations of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or
otherwise acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid
dividends, (i) all net obligations payable by such Person in respect of Hedging Contracts of such Person and (j) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. 

“Indemnified Party” has the meaning specified in Section 9.04(b). 

“Interest Coverage Ratio” means, with respect to the U.S. Borrower and its Subsidiaries on a Consolidated basis for any
period, the ratio of EBITDA for such period to Net Consolidated Interest Expense for such period. 
 “Interest Income”
means, for the U.S. Borrower and its Subsidiaries on a Consolidated basis for any period, total interest income for such period on a Consolidated basis in conformity with GAAP. 

“Interest Period” means, with respect to each Eurocurrency Rate Loan, the period commencing on the date of such Eurocurrency
Rate Loan and ending one, two, three or six (or, if requested by the U.S. Borrower and acceptable to each of the Lenders, twelve) calendar months thereafter, as the U.S. Borrower (on its own behalf and on behalf of any other Borrower) may, upon
notice received by the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided that: 

(i) the U.S. Borrower may not select any Interest Period that ends after the Final Termination Date; 

(ii) Interest Periods commencing on the same date for Revolving Loans comprising part of the same Revolving Loan Borrowing
shall be of the same duration; 
 (iii) whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided in the case of any Interest Period for a Eurocurrency Rate Loan, that if such extension would cause the last
day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and 

  
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 AMENDED AND RESTATED CREDIT
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 FMC CORPORATION 
  

 (iv) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period. 

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar
agreements and interest rate insurance. 
 “Investment” means, with respect to any Person, (a) any purchase or other
acquisition by such Person of (i) any security issued by, (ii) a beneficial interest in any security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by such Person of all or a
significant part of the assets of a business conducted by any other Person, or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, (c) any loan, advance (other than
deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business as presently conducted) or capital contribution by such Person to
any other Person, including all Indebtedness of any other Person to such Person arising from a sale of property by such Person other than in the ordinary course of its business, and (d) any Guaranty Obligation incurred by such Person in respect
of Indebtedness of any other Person. 
 “IRB Obligations” means the variable rate industrial and pollution control revenue
bonds of the U.S. Borrower that are supported by letters of credit set forth on Schedule 2.04 (Existing Letters of Credit). 

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiry of, renew or increase the maximum face
amount (including by deleting or reducing any scheduled decrease in such maximum face amount) of, such Letter of Credit. The terms “Issued” and “Issuance” shall have a corresponding meaning 

“Issuing Bank” means each Lender or Affiliate of a Lender that (a) is listed on the signature pages hereof as an
“Issuing Bank” or (b) hereafter becomes an Issuing Bank with the approval of the Administrative Agent and the U.S. Borrower by agreeing pursuant to an agreement with and in form and substance satisfactory to the Administrative
Agent and the U.S. Borrower to be bound by the terms hereof applicable to Issuing Banks. 
 “L/C Cash Collateral Account”
has the meaning specified in Section 7.02(b). 
 “L/C Cash Collateral Account Collateral” has the meaning
specified in Section 7.02(b). 
 “L/C Cash Collateral Account Investments” has the meaning specified in
Section 7.02(c). 
 “L/C Cash Collateral Account Obligations” has the meaning specified in
Section 7.02(e)(i). 

  
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 AMENDED AND RESTATED CREDIT
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 FMC CORPORATION 
  

 “Lender Insolvency Event” shall mean that (i) a Lender or its Parent
Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its
Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company.
Notwithstanding anything to the contrary above, a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Stock in such Lender or its Parent Company by any Governmental Authority. 

“Lenders” means the Lenders listed on the signature pages hereof and each Eligible Assignee that shall become a party hereto
pursuant to Section 9.07 and shall include the Swing Loan Lender and the Issuing Banks. 
 “Letter of Credit”
has the meaning specified in Section 2.04. 
 “Letter of Credit Commitment” means, as to any Issuing Bank,
(i) the Dollar amount set forth opposite its name on Schedule I hereto or (ii) such other amount as agreed to by the Issuing Bank and the U.S. Borrower. 

“Letter of Credit Loan” means a payment by an Issuing Bank of a draft drawn under any Letter of Credit pursuant to
Section 3.04 or, without duplication, a payment by a Lender in respect thereof pursuant to Section 3.04. 

“Letter of Credit Obligations” means, at any time, the aggregate of all liabilities at such time of the U.S. Borrower and the
Euro Borrowers to all Issuing Banks with respect to Letters of Credit, whether or not any such liability is contingent, including, without duplication, the sum of (a) the Reimbursement Obligations in respect of the Letters of Credit at such
time and (b) the Letter of Credit Undrawn Amounts at such time. 
 “Letter of Credit Reimbursement Agreement” has the
meaning specified in Section 3.04(d). 
 “Letter of Credit Request” has the meaning specified in
Section 3.04(b). 
 “Letter of Credit Sub-Facility” has the meaning specified in Section 2.04. 

“Letter of Credit Sublimit” means $300,000,000. 

“Letter of Credit Undrawn Amounts” means, at any time, the aggregate undrawn amount of all Letters of Credit outstanding at
such time. 
 “Leverage Ratio” means, with respect to the U.S. Borrower and its Subsidiaries on a Consolidated basis as of
any date, the ratio of Financial Covenant Debt as of such date to EBITDA for the last four Fiscal Quarters ending on or before such date. 

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, lien
(statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or the performance of any other


  
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 AMENDED AND RESTATED CREDIT
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 FMC CORPORATION 
  

 
obligation, including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease and any financing lease having substantially the same economic effect
as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction naming the owner of the asset to which such Lien relates as debtor. 

“Loan Documents” means this Agreement, the Notes, each Letter of Credit and each certificate, agreement or document executed
by a Borrower and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing. 

“Loans” means all Revolving Loans, all Swing Loans and all Letter of Credit Loans. 

“Local Time” means, with respect to any Loan denominated, or any payment to be made, in Dollars, New York City time, and with
respect to any Loan denominated, or any payment to be made, in an Alternate Currency, the local time in the Principal Financial Center for such Alternate Currency. 

“Margin Regulations” means, collectively, Regulations T, U and X, as from time to time in effect, and any regulation
replacing the same, of the Board of Governors of the Federal Reserve System, or any successor thereto. 
 “Material Adverse
Change” means a material adverse change in any of (a) the business, condition (financial or otherwise), operations or properties of the U.S. Borrower and its Subsidiaries taken as a whole, (b) the legality, validity or
enforceability of any Loan Document, (c) the ability of the Borrowers to repay the Obligations or to perform their respective obligations under the Loan Documents or (d) the rights and remedies of the Administrative Agent or the Lenders
under the Loan Documents. 
 “Material Adverse Effect” means an effect that results in or causes, or could reasonably be
expected to result in or cause, a Material Adverse Change. 
 “Material Subsidiary” means (i) any Subsidiary of the
U.S. Borrower that is a Borrower or (ii) any Subsidiary of the U.S. Borrower from time to time in which the U.S. Borrower has an Investment, direct or indirect, of at least $50,000,000 (excluding Investments by such Subsidiary in other
Subsidiaries in the form of Stock or Stock Equivalents), which Subsidiaries on the Effective Date are listed on Schedule II hereto. 

“Merrill” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation. 

“Moody’s” means Moody’s Investors Service, Inc., or any successor by merger or consolidation to its business. 

“Multiemployer Plan” of any Person means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, and which is a
defined benefit plan, to which such Person or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions. 

“Multiple Employer Plan” of any Person means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that
(a) is maintained for employees of such Person or 

  
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 AMENDED AND RESTATED CREDIT
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any of its ERISA Affiliates and at least one Person other than such Person and its ERISA Affiliates or (b) was so maintained and in respect of which such Person or any of its ERISA
Affiliates could have liability under Section 4064 or Section 4069 of ERISA in the event such plan has been or were to be terminated. 

“Net Consolidated Interest Expense” means, for any period, Consolidated interest expense for such period less the sum
of (x) amortization of debt discount and premium for such period and (y) Interest Income for such period. 
 “New
Commitment Acceptance” means a New Commitment Acceptance executed and delivered by a New Lender, and accepted by the Administrative Agent, in accordance with Section 9.07 and in substantially the form of Exhibit C-3
hereto. 
 “New Lender” means, for purposes of Sections 2.06(b), 2.15(c) and 9.07(c), an Eligible
Assignee, approved by the Administrative Agent and the Issuing Banks (which approval shall not be unreasonably withheld), that the U.S. Borrower has requested to become a Lender hereunder pursuant to said Section 2.06(b) or
2.15(c). 
 “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that
(i) requires the approval of all affected Lenders in accordance with the terms of Section 9.01 and (ii) has been approved by the Required Lenders. 

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender. 

“Non-Recurring Items” means, to the extent reflected in the determination of net income for any period, provisions for
restructuring, discontinued operations, special reserves or other similar charges, including write-downs or write-offs of assets (other than write-downs resulting from foreign currency translations). 

“Note” means a Revolving Loan Note. 

“Notice of Issuance” has the meaning specified in Section 3.04(a). 

“Notice of Revolving Loan Borrowing” has the meaning specified in Section 3.01(a). 

“Obligations” means principal of and interest on the Loans made by each Lender to, and the Notes held by each Lender of, each
Borrower or Swing Loan Borrower and all other amounts from time to time owing (including without limitation with respect to any Letters of Credit) to the Lenders or the Administrative Agent by any Borrower or any Swing Loan Borrower under this
Agreement pursuant hereto, to its Euro Borrower Designation or its Swing Loan Borrower Designation, as applicable, and under the Notes, in each case strictly in accordance with the terms hereof. 

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control. 

“Other Taxes” has the meaning specified in Section 2.12(b). 

  
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 AMENDED AND RESTATED CREDIT
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 “Overdraft Advance Interest Rate” means the rate of interest applicable to
Overdraft Advances as set forth in the Overdraft Documents. 
 “Overdraft Advances” has the meaning specified in
Section 3.03(f). 
 “Overdraft Documents” means the documents, agreements and instruments from time to time
governing the Overdraft Facility, as the same may be amended, supplemented or otherwise modified from time to time. 
 “Overdraft
Facility” has the meaning specified in Section 3.03(f). 
 “Parent Company” means, with respect to a
Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, that is the direct or indirect parent of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the Stock
of such Lender. 
 “Participant Register” has the meaning specified in Section 9.07(f). 

“Participating Member State” means each state so described in any EMU Legislation. 

“Participation Agreement” means a loan participation agreement in substantially the form of Exhibit C-2 hereto.

 “Patriot Act” has the meaning specified in Section 9.16. 

“PBGC” means the Pension Benefit Guaranty Corporation or any successor. 

“Permit” means any permit, approval, authorization, license, variance or permission required from a Governmental Authority
under an applicable Requirement of Law. 
 “Person” means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, limited liability company, joint venture or other entity, or a government or any political subdivision or agency thereof. 

“Plan” means a Single Employer Plan or a Multiple Employer Plan. 

“Principal Financial Center” means, in the case of any Currency, the principal financial center of the country of issue of
such Currency, as determined by the Administrative Agent. 
 “property” or “properties” means any right or
interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. 

  
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 AMENDED AND RESTATED CREDIT
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 “Public Debt Rating” means, as of any date, the lowest rating that has been
most recently announced by either S&P or Moody’s, as the case may be, for any class of long-term senior unsecured, non-credit enhanced debt issued by the U.S Borrower. For purposes of the foregoing:

 (a) if no Public Debt Rating shall be available from either S&P or Moody’s, the Applicable Margin and the Applicable Percentage
will be set in accordance with Level 5 under the definition of “Applicable Margin” or “Applicable Percentage”, as the case may be; 

(b) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage
shall be determined by reference to the available rating; 
 (c) for purposes of the definition of “Applicable Margin” or
“Applicable Percentage”, in the event the Facility receives, at any time, (a) Public Debt Ratings that are one ratings grade apart, for purposes of determining a rating level defined by an “or”, the applicable
rating to determine the rates or margins above shall be the higher of such Public Debt Ratings, or (b) Public Debt Ratings that are equal to or greater than two ratings grades apart, the applicable Public Debt Rating to determine the rates or
margins above shall be the Public Debt Rating that is one grade higher than the lowest Public Debt Rating of the Public Debt Ratings obtained for that period of determination; and 

(d) if any rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change
is first announced publicly by the rating agency making such change. 
 “Quarterly Dates” means the first Business Day of
each April, July, October and January, commencing on the first such date to occur after the Effective Date. 
 “Receivable”
means a right to receive payment arising from the sale or lease of goods or services by a Person to another Person. 
 “Receivables
Transaction” means any transaction or series of transactions that may be entered into by the U.S. Borrower or any of its Subsidiaries pursuant to which the U.S. Borrower or any of its Subsidiaries may directly or indirectly sell, convey or
otherwise transfer Receivables to another Person, or may grant a security interest in, any Receivables of the U.S. Borrower or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such
Receivables, proceeds of such Receivables and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Receivables. 

“Register” has the meaning specified in Section 9.07(d). 

“Reimbursement Date” has the meaning specified in Section 3.04(g). 

“Reimbursement Obligations” means all matured reimbursement or repayment obligations of the Borrowers to any Issuing Bank
with respect to amounts drawn under Letters of Credit. 
 “Release” means, with respect to any Person, any release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any property owned by such Person, including the
movement of Contaminants through or in the air, soil, surface water, ground water or property. 

  
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 AMENDED AND RESTATED CREDIT
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 “Remedial Action” means all actions required to (a) clean up, remove,
treat or in any other way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care. 

“Required Lenders” means Lenders having more than 50% of the aggregate amount of the Commitments or, if the Commitments shall
have terminated, Lenders holding more than 50% of the sum of (a) the aggregate unpaid principal amount of the Loans plus (b) the aggregate Available Amount of all Letters of Credit (computed, in the case of Loans denominated in an
Alternate Currency and Letters of Credit denominated in Euros, as the Dollar Equivalent thereof, as determined by the Administrative Agent); provided that, for purposes hereof, neither any Borrower, nor any of its Affiliates, if a Lender,
shall be included in (i) the Lenders holding such amount of the Loans or Available Amount of Letters of Credit or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Loans or Available
Amount of Letters of Credit or the total Commitments. For purposes of this definition, (i) the Available Amount of each Letter of Credit and the outstanding amount of each Swing Loan and Letter of Credit Loan shall be considered to be owed to
the Lenders ratably according to the amounts of their respective Revolving Loan Notes and Commitments (less, in the case of any Lender which is a Defaulting Lender as a result of a breach of its obligations under Section 3.03(c) or
3.04(b), the amount in respect of which such Lender is in default) and (ii) the unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time in accordance with the second paragraph of
Section 9.01. 
 “Requirement of Law” means, with respect to any Person, the common law and all federal, state,
local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject. 
 “Revolving Loan” means a Dollar Revolving Loan or a Euro Revolving Loan. 

“Revolving Loan Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type made by each of the
Lenders pursuant to Section 2.01(a). 
 “Revolving Loan Note” means a promissory note of a Borrower payable to
the order of any Lender, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Loans made by such
Lender to such Borrower. 
 “Revolving Loan Outstandings” means, at any time, the then aggregate outstanding principal
amount of all Revolving Loans (which shall be, in the case of Revolving Loans denominated in a Currency other than Dollars, the Dollar Equivalent thereof at such time). 

“S&P” means Standard & Poor’s Ratings Financial Services LLC or any successor by merger or consolidation to
its business. 
 “Sanctioned Country” means a country subject to a sanctions program administered or enforced by OFAC, the
European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations Security Council. 

  
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 “Sanctioned Person” means (i) a Person that is the target of sanctions
administered or enforced by OFAC, the European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations Security Council, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization
controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, the European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations
Security Council. 
 “SEC” means the United States Securities and Exchange Commission. 

“Single Employer Plan” of any Person means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that
(a) is maintained for employees of such Person or any of its ERISA Affiliates and no Person other than such Person and its ERISA Affiliates or (b) was so maintained and in respect of which such Person or any of its ERISA Affiliates could
have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. 
 “SPC” has the
meaning specified in Section 9.07(a). 
 “Standby Letter of Credit” means any Letter of Credit that is not a
Documentary Letter of Credit. 
 “Stock” means shares of capital stock (whether denominated as common stock or preferred
stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting. 
 “Stock Equivalent” means all securities convertible into or exchangeable
for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable. 

“Subsidiary” of any Person means any corporation, partnership, limited liability company, joint venture, trust or estate of
which more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, limited liability company or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. 

“Swing Loan” shall have the meaning assigned to such term in Section 2.03. 

“Swing Loan Base Rate” means, for any amount in an Alternate Currency, for any day the rate of interest per annum equal to
the higher of (i) the rate of interest per annum at which overnight deposits in the Alternate Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by the
Swing Loan Lender’s local branch to major banks in the local market or other applicable offshore interbank market, and (ii) the cost of funds to the Swing Loan Lender’s local branch with respect to such amount for such day, expressed
as a rate of interest per annum. 

  
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 AMENDED AND RESTATED CREDIT
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 “Swing Loan Borrower” means each of the U.S. Borrower, FMC Finance B.V., FMC
Foret, S.A. and any Foreign Subsidiary (i) designated a “Swing Loan Borrower” for purposes of this Agreement by the U.S. Borrower in a written notice in substantially the form of Exhibit D-2 hereto (each, a
“Swing Loan Borrower Designation” and each Swing Loan Borrower designated thereby, a “Designated Borrower”), (ii) accepted as same by the Administrative Agent and the Swing Loan Lender and (iii) joining
this Agreement and the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent and the Swing Loan Lender. 

“Swing Loan Borrower Designation” has the meaning specified in the definition of “Swing Loan Borrower”. 

“Swing Loan Borrowing” means a borrowing consisting of a Swing Loan made by the Swing Loan Lender. 

“Swing Loan Commitment” means (i) the Dollar Equivalent of the amount set forth opposite each Swing Loan Lender’s
name on Schedule I hereto or (ii) if such Lender has entered into one or more Acceptances, the Dollar Equivalent of the amount set forth for such Lender in the Register as being its Swing Loan Commitment; and the Swing Loan
Commitments shall, in the aggregate, not exceed the Swing Loan Sublimit, as such amount may be increased or reduced as provided in Section 2.06 or as otherwise expressly provided in this Agreement. 

“Swing Loan Lender” means BofA, Citi and any other Lender that agrees, with the approval of the Administrative Agent and the
U.S. Borrower, to act as the Swing Loan Lender hereunder, in each case, in its capacity as the Swing Loan Lender hereunder. Swing Loans shall be made, and payments in respect of any Swing Loan shall be made, to each applicable Swing Loan Lender
based on such Swing Loan Lender’s Swing Loan Commitment. 
 “Swing Loan Request” shall have the meaning assigned to
such term in Section 3.03(a). 
 “Swing Loan Sublimit” means $50,000,000. 

“Syndication Agent” means BofA, as Syndication Agent. 

“Target” means Cheminova A/S, a company incorporated and registered under the laws of Denmark. 

“Taxes” has the meaning specified in Section 2.12(a). 

“Termination Date” of any Lender means the date five (5) years after the Effective Date (as the same may be extended or
changed pursuant to Section 2.06(b), 2.15 or 9.07(a)(v)) or, if earlier, the date of termination in whole of the Commitments pursuant to the second sentence of Section 2.06(a), pursuant to
Section 2.10(b) or pursuant to Section 7.01. 
 “Total Commitments” means $1,500,000,000, as such
amount may be increased or reduced as provided in Section 2.06 or as otherwise expressly provided in this Agreement. 

“Total Outstandings” means, at any time, the sum of (i) the Revolving Loan Outstandings, (ii) the Dollar Equivalent
of the principal amount of the Swing Loans outstanding at such time and (iii) the Letter of Credit Obligations outstanding at such time, provided, 

  
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 AMENDED AND RESTATED CREDIT
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however, that for purposes of determining Total Outstandings at any time, the outstanding principal amount of Swing Loans shall be deemed to be $50,000,000 unless the Administrative Agent
has received a certificate from the Swing Loan Borrowers and the Swing Loan Lender (A) certifying the aggregate Dollar Equivalent amount of currently outstanding Swing Loans and the maximum amount (but less than $50,000,000) that may be
borrowed as Swing Loans and (B) undertaking that (1) no future Swing Loans will be requested or made in excess of such maximum amount without the provision to the Administrative Agent by the Swing Loan Borrowers and the Swing Loan Lender
of a bring-down certification of the aggregate amount of outstanding Swing Loans and a different maximum amount (but less than $50,000,000) that may be borrowed as Swing Loans, in which case the outstanding principal amount of the Swing Loans shall
be deemed to be the amount set forth in the foregoing certificate or bring-down certificate, as applicable, and (2) the Swing Loan Lender shall not change its conversion rates with respect to the Alternate Currencies on which the Swing Loans
are denominated without providing written notice to the Administrative Agent. 
 “Treaty on European Union” means the
Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time to time.

 “Type” means a Base Rate Loan or a Eurocurrency Rate Loan. 

“UCC” has the meaning specified in Section 7.02(e)(ii). 

“Unused Commitments” means, at any time, the aggregate amount of the Commitments then unused and outstanding after deducting
the Total Outstandings. 
 “U.S. Borrower” has the meaning specified in the recital of parties to this Agreement. 

“Voting Stock” means capital stock issued by a corporation or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency. 

“Wholly-Owned Subsidiary” of any Person means any Subsidiary of such Person 100% of the Voting Stock of which (other than
directors’ qualifying shares or other shares held to satisfy legal or regulatory requirements) are directly or indirectly owned by such Person, or by one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more
Wholly-Owned Subsidiaries of such Person. 
 “Withdrawal Liability” has the meaning specified in Part 1 of Subtitle E
of Title IV of ERISA. 
 SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from
a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding” and the word
“through” means “to and including.” 

  
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 SECTION 1.03 Accounting Terms and Principles. 

(a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all
accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 6.01 shall, unless expressly otherwise provided herein, be made in conformity with GAAP. 

(b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in
Section 6.02(a) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and
such change is adopted by the U.S. Borrower with the agreement of the Borrowers’ Accountants and results in a change in any of the calculations required by Article V (Representations and Warranties or Section 6.01 had such
accounting change not occurred, for purposes of the calculation of such covenants and the definitions related thereto, such calculation shall be made using GAAP as used by the U.S. Borrower in its December 31, 2013 financial statements. 

(c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed and
all computations of amounts and ratios referred to in Article VI (Covenants of the Company) shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having
a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary of the any Borrower at “fair value”. 

SECTION 1.04 Certain Terms. 

(a) The terms “herein,” “hereof” and “hereunder” and similar terms refer to this Agreement
as a whole, and not to any particular Article, Section, subsection or clause in, this Agreement. 
 (b) Unless otherwise expressly indicated
herein, (i) references in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement and (ii) the words
“above” and “below”, when following a reference to a clause or a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause. 

(c) Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. Unless the prior written consent of
the Required Lenders is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be to such agreement as so
amended, restated, supplemented or modified. 
 (d) References in this Agreement to any statute shall be to such statute as amended or
modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative. 

(e) The term “including” when used in any Loan Document means “including without limitation” except when
used in the computation of time periods. 

  
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 (f) The terms “Lender,” “Issuing Bank” and
“Administrative Agent” include, without limitation, their respective successors. 
 ARTICLE II 

AMOUNTS AND TERMS OF THE LOANS 

SECTION 2.01 The Revolving Loans. 

(a) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Loans (i) denominated in Dollars
to the U.S. Borrower (each, a “Dollar Revolving Loan”) and (ii) denominated in Dollars or Euros to the Euro Borrowers (each a “Euro Revolving Loan”, and collectively with any Dollar Revolving Loans, the
“Revolving Loans”) from time to time on any Business Day during the period from the Effective Date until the Termination Date of such Lender in an aggregate amount as to all Borrowers not to exceed at any time outstanding the amount
of such Lender’s Commitment. 
 (b) Anything in this Agreement to the contrary notwithstanding, the Total Outstandings shall
(1) not on the date of any extension of credit under this Agreement nor on the last day of an Interest Period for any outstanding Borrowing exceed the Total Commitments or (2) not on the last Business Day of any week exceed 103% of the
Total Commitments. 
 (c) Each Revolving Loan Borrowing shall be in an aggregate amount of not less than the Dollar Equivalent of $1,000,000
and integral multiples of the Dollar Equivalent of $500,000 in excess thereof or, in the case of Eurocurrency Rate Loans denominated in Euros, the Dollar Equivalent thereof (or, if less, an aggregate amount equal to the then remaining Unused
Commitments of the Lenders participating in such Borrowing, as applicable). 
 (d) Each Revolving Loan Borrowing shall (subject to
Section 2.09(d)) consist of Revolving Loans of the same Type in the same Currency made on the same day by the Lenders ratably according to their respective Commitments. 

(e) Within the limits set forth above and subject to Section 2.16, each Borrower may from time to time borrow, repay pursuant to
Section 2.07 or prepay pursuant to Section 2.10 and reborrow under this Section 2.01. 
 (f) Each Lender
may, at its option, make any Revolving Loan available to any Euro Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation
of such Euro Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Each reference to any Lender shall be deemed to include any of such Lender’s Affiliates which make Revolving Loans; provided that no such
Lender shall be relieved of its obligations hereunder until such Lender’s Affiliates have actually performed such Lender’s obligations. Notwithstanding the foregoing, the Euro Borrowers and the Administrative Agent shall be permitted
to deal solely and directly with, and may rely conclusively on, such Lender in connection with such Lender’s rights and obligations under this Agreement 

(g) Any Borrowing in relation to a Loan to any Dutch Borrower shall at all times be provided by a Lender that is a Dutch Non-Public Lender.


  
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 FMC CORPORATION 
  

 SECTION 2.02 [Intentionally Deleted]. 

SECTION 2.03 The Swing Loans. 

On the terms and subject to the conditions contained in this Agreement, each Swing Loan Lender severally agrees to make loans (each, a
“Swing Loan”) to a Swing Loan Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date. Such Swing Loans shall be denominated in any Alternate Currency (to the extent
acceptable to each Swing Loan Lender) and in an aggregate principal amount as to all Borrowers not to exceed at any time outstanding the lesser of the Dollar Equivalent of (i) the Swing Loan Commitments and (ii) the then Unused Commitments
of Lenders having Termination Dates falling on or after the proposed maturity date of such Swing Loan. Each Swing Loan must be paid in full upon any Revolving Loan Borrowing by a Swing Loan Borrower hereunder and shall in any event mature no later
than the Termination Date. Within the limits set forth in the first sentence of this Section 2.03, amounts of Swing Loans repaid may be reborrowed under this Section 2.03. Each Swing Loan Lender may, at its option, make any
Swing Loan available to any Swing Loan Borrower by causing any foreign or domestic branch or Affiliate of such Swing Loan Lender to make such Swing Loan; provided that any exercise of such option shall not affect the obligation of such Swing Loan
Borrower to repay such Swing Loan in accordance with the terms of this Agreement. 
 SECTION 2.04 The Letters of Credit. 

On the terms and subject to the conditions contained in this Agreement, $300,000,000 of the Facility is available (the “Letter of
Credit Sublimit”) for the issuance of letters of credit, in Dollars or Euros, for the account of the U.S. Borrower or a Euro Borrower (the “Letter of Credit Sub-Facility”), and each Issuing Bank agrees to Issue at the
request of one or more Borrowers one or more letters of credit (each a “Letter of Credit”) from time to time on any Business Day during the period commencing on the Effective Date and ending on or before the day that is 30 days
prior to the Termination Date in an amount not to exceed at any time outstanding the amount of such Issuing Bank’s Letter of Credit Commitment; provided, however, that no Letter of Credit will have a termination date that is later
than 30 days prior to the Termination Date, nor will any such Letter of Credit have a term longer than one calendar year after the date of issuance thereof other than those letters of credit separately identified on Schedule 2.04 (Existing
Letters of Credit) issued to support IRB Obligations (which letters of credit may have a term of up to 13 months or up to 18 months as required by such IRB Obligation), provided, further, that any Letter of Credit may provide for
the renewal thereof for additional one calendar year periods, subject to the immediately preceding proviso. 
 SECTION 2.05 Fees.

 (a) Facility Fees. The U.S. Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee on
the average daily amount (whether used or unused) of such Lender’s Commitment from the Effective Date (in the case of each Lender), and from the effective date specified in the Acceptance pursuant to which it became a Lender (in the case of
each other Lender), until the Termination Date of such Lender, payable in Dollars in arrears on each Quarterly Date during the term of such Lender’s Commitment, and on the Termination Date of such Lender, at a rate per annum equal to the
Applicable Percentage in effect from time to time for facility fees. 

  
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 (b) Letter of Credit Compensation. 

(i) The U.S. Borrower agrees to pay to the Administrative Agent for the account of each Lender a commission on such
Lender’s pro rata share of the average daily aggregate Available Amount of (A) all Standby Letters of Credit outstanding from time to time and (B) all Documentary Letters of Credit outstanding from time to time, in each
case at the Applicable Margin in effect from time to time for Eurocurrency Rate Loans, payable in Dollars (the amount of which commission shall be determined, in the case of the Available Amount of Letters of Credit denominated in Euros on the basis
of the Dollar Equivalent of such amount on the date payable) in arrears quarterly on each Quarterly Date and on the Termination Date of such Lender, commencing on the first Quarterly Date after the date hereof. 

(ii) The U.S. Borrower agrees to pay to each Issuing Bank, for its own account, (x) a fronting fee with respect to each
Letter of Credit issued by such Issuing Bank, payable quarterly in arrears on each Quarterly Date during which such Issuing Bank has acted in such capacity, and on the scheduled Termination Date of such Issuing Bank (if such Issuing Bank acted in
such capacity up to such date), in an amount equal to the product of fifteen (15) basis points per annum of the average daily Available Amount of such Letter of Credit multiplied by the actual number of days such Letter of Credit was
outstanding in such period, divided by 360, as applicable, which amount shall be payable in Dollars and calculated based on the Dollar Equivalent of any amount otherwise calculated in Euros on the date when such amount is payable, and (y) such
customary fees and charges in connection with the issuance or administration of each Letter of Credit as may be agreed in writing between the U.S. Borrower and such Issuing Bank from time to time. 

(c) Defaulting Lender Fees. Notwithstanding anything in this Agreement to the contrary, if any Lender is a Defaulting Lender, such
Defaulting Lender will not be entitled to any fees accruing pursuant to clauses (a) and (b) above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the
Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender has been reallocated in accordance with
Section 2.16(a)(i) to the Non-Defaulting Lenders, the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in
accordance with their respective Commitments, and (ii) to the extent any portion of such Letter of Credit Obligations or Swing Loans cannot be so reallocated to such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and
be payable to the Issuing Bank and the Swing Loan Lender as their interests appear (and the pro rata payment provisions of Section 2.11 will automatically be deemed adjusted to reflect the provisions of this
Section 2.05(c)). 
 (d) Other Fees. The U.S. Borrower agrees to pay to the Administrative Agent such fees as from time
to time may be separately agreed between the U.S. Borrower and the Administrative Agent, including as set forth in the Agency Fee Letter. 

  
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 SECTION 2.06 Reductions and Increases of the Commitments. 

(a) Commitment Reductions, Etc. 

(i) The Commitment of each Lender shall be automatically reduced to zero on the Termination Date of such Lender. In addition,
the U.S. Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided
that (x) the Total Commitments shall not be reduced pursuant to this sentence to an amount which is less than the Total Outstandings, (y) each partial reduction shall be in an aggregate amount of at least $10,000,000 or any integral
multiple of $1,000,000 in excess thereof and (z) a reduction in the Commitments shall not be allowed if, as a result thereof, the Commitments would be reduced to an amount which is less than the sum of the Swing Loan Commitments plus the
Letter of Credit Sub-Facility. Each Commitment reduction pursuant to this Section 2.06(a)(i) shall be permanent (subject, however, to the rights of the U.S. Borrower under Section 2.06(b)). 

(ii) The Swing Loan Commitment of the Swing Loan Lender shall be automatically reduced to zero on the Termination Date of the
Swing Loan Lender. In addition, a Swing Loan Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce in part the unused portion of the Swing Loan Commitment of the
Swing Loan Lender, provided that each partial reduction shall be in an aggregate amount of at least the Dollar Equivalent $10,000,000. Each Swing Loan Commitment reduction pursuant to this Section 2.06(a)(ii) shall be permanent
(subject, however, to the rights of the U.S. Borrower under Section 2.06(b)). 
 (b) Optional Increases of Commitments.

 (i) Not more than twice in any calendar year, the U.S. Borrower may propose to increase the Total Commitments by an
aggregate amount of not less than $25,000,000 or an integral multiple of $10,000,000 in excess thereof (a “Proposed Aggregate Commitment Increase”) in the manner set forth below, provided that: 

(A) no Default or Event of Default shall have occurred and be continuing either as of the date on which the U.S. Borrower shall
notify the Administrative Agent of its request to increase the Total Commitments or as of the related Increase Date (as hereinafter defined); and 

(B) after giving effect to any such increase, the Total Commitments shall not exceed $2,250,000,000 less the amount of any
reductions of the Total Commitments under Section 2.06(a)(i). 
 (ii) The U.S. Borrower may request an increase
in the aggregate amount of the Commitments by delivering to the Administrative Agent a notice (an “Increase Notice”, the date of delivery thereof to the Administrative Agent being the “Increase Notice Date”)
specifying (1) the Proposed Aggregate Commitment Increase, (2) the proposed date (the “Increase Date”) on which the Commitments would be so increased (which Increase Date may not be fewer than 30 nor more than 60 days
after the 

  
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Increase Notice Date) and (3) the New Lenders, if any, to whom the U.S. Borrower desires to offer the opportunity to commit to all or a portion of the Proposed Aggregate Commitment Increase
and which New Lenders, if any, the U.S. Borrower desires the opportunity to commit to all or a portion of the Proposed Aggregate Commitment Increase that would increase the Swing Loan Commitments. The Administrative Agent shall in turn promptly
notify each Lender of the U.S. Borrower’s request by sending each Lender a copy of such notice. 
 (iii) Not later than
the date five days after the Increase Notice Date, the Administrative Agent shall notify each New Lender, if any, identified in the related Increase Notice of the opportunity to commit to all or any portion of the Proposed Aggregate Commitment
Increase. Each such New Lender may irrevocably commit to all or a portion of the Proposed Aggregate Commitment Increase, representing Revolving Commitments, and Swing Loan Commitments, as applicable (such New Lender’s “Proposed New
Commitment”) by notifying the Administrative Agent (which shall give prompt notice thereof to the U.S. Borrower) before 11:00 A.M. (New York City time) on the date that is 10 days after the Increase Notice Date; provided
that: 
 (A) the Proposed New Commitment of each New Lender shall be in an aggregate amount not less than $10,000,000; and

 (B) each New Lender that submits a Proposed New Commitment shall execute and deliver to the Administrative Agent (for its
acceptance and recording in the Register) a New Commitment Acceptance in accordance with the provisions of Section 9.07 hereof. 

(iv) If the aggregate Proposed New Commitments of all of the New Lenders shall be less than the Proposed Aggregate Commitment
Increase, then (unless the U.S. Borrower otherwise requests) the Administrative Agent shall, on or prior to the date that is 15 days after the Increase Notice Date, notify each Lender of (x) the opportunity to so commit to all or any
portion of the Proposed Aggregate Commitment Increase not committed to by New Lenders pursuant to Section 2.06(b)(iii) and (y) the then-current Final Termination Date. Each Lender may, if, in its sole discretion, it elects to do so,
irrevocably offer to commit to all or a portion of such remainder, representing Revolving Commitments and Swing Loan Commitments, as applicable (such Lender’s “Proposed Increased Commitment”), by notifying the Administrative
Agent (which shall give prompt notice thereof to the U.S. Borrower) no later than 11:00 A.M. (New York City time) on the date five days before the Increase Date. In no event shall any Lender be obligated to increase its Commitments hereunder.

 (v) If the aggregate amount of Proposed New Commitments and Proposed Increased Commitments (such aggregate amount, the
“Total Committed Increase”) equals or exceeds $25,000,000, then, subject to the conditions set forth in Section 2.06(b)(i): 

(A) effective on and as of the Increase Date, the Total Commitments shall be increased by the Total Committed Increase
(provided that the aggregate amount of the Commitments shall in no event be increased pursuant to this Section 2.06(b) to more than $2,250,000,000 less the amount of any reductions of the Total Commitments under
Section 2.06(a)(i)) and shall be allocated among the New Lenders and the Lenders as provided in Section 2.06(b)(vi); 

  
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 (B) effective on and as of the Increase Date, the Termination Date of each
New Lender that offers a Proposed New Commitment and of each Increasing Lender shall be changed to the Final Termination Date (notwithstanding any earlier Termination Date for such Lender which may then be in effect pursuant to
Section 2.15); and 
 (C) on the Increase Date, if any Revolving Loans are then outstanding, the Borrowers shall
borrow Revolving Loans from all or certain of the Lenders and/or (subject to compliance by the U.S. Borrower with Section 9.04(c)) prepay Revolving Loans of all or certain of the Lenders (other than any Defaulting Lender) such that,
after giving effect thereto, the Revolving Loans (including, without limitation, the Types, Currencies and Interest Periods thereof) shall be held by the Lenders (including for such purposes New Lenders) ratably in accordance with their respective
Commitments (subject, however, to Section 2.09(d)). 
 If the Total Committed Increase is less than $25,000,000,
then the Total Commitments shall not be changed. 
 (vi) The Total Committed Increase shall be allocated among New Lenders
having Proposed New Commitments and Lenders having Proposed Increased Commitments as follows: 
 (A) If the Total Committed
Increase shall be at least $25,000,000 and less than or equal to the Proposed Aggregate Commitment Increase, then (x) the initial Commitment of each New Lender shall be such New Lender’s Proposed New Commitment and (y) the Commitment
of each Lender shall be increased by such Lender’s Proposed Increased Commitment. 
 (B) If the Total Committed Increase
shall be greater than the Proposed Aggregate Commitment Increase, then the Total Committed Increase shall be allocated: 

(1) first to New Lenders (to the extent of their respective Proposed New Commitments) in such a manner as the U.S.
Borrower and the Administrative Agent shall agree; and 
 (2) then to Lenders (to the extent of their respective
Proposed Increased Commitments, if any) in such a manner as the U.S. Borrower shall determine in its sole discretion upon consultation with the Administrative Agent and the Syndication Agent. 

(vii) No increase in the Commitments contemplated hereby shall become effective until the Administrative Agent shall have
received (x) Revolving Loan Notes payable by each of the Borrowers to each New Lender and each Increasing Lender and (y) evidence satisfactory to the Administrative Agent (including an update of paragraphs 2 and 4 of the opinion of
counsel provided pursuant to Section 4.01(a)(iv)) that such increases in the Commitments, and Borrowings thereunder, have been duly authorized. 

  
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 SECTION 2.07 Repayment. 

(a) Revolving Loans. Subject to Section 2.16(a), each Borrower shall repay to the Administrative Agent for the account of
each Lender the principal amount of each Revolving Loan made by such Lender to such Borrower, and each Revolving Loan made by such Lender shall mature on the Termination Date of such Lender. 

(b) [Intentionally Deleted]. 

(c) Swing Loans. Each Swing Loan Borrower shall repay to the Administrative Agent for the account of the Swing Loan Lender, the Dollar
Equivalent of the outstanding principal amount of each Swing Loan to such Swing Loan Borrower on the earlier of (i) the maturity date specified in the applicable Swing Loan Request (which maturity shall be no later than the tenth Business Day
after the requested date of such Borrowing) and (ii) the Termination Date of the Swing Loan Lender. 
 (d) Letter of Credit
Loans. The Letters of Credit shall be repaid as set forth in Section 3.04. 
 (e) Certain Prepayments. 

(i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date,
(1) the sum of (x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (y) the Available Amount of
all Letters of Credit (for which purpose the Available Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (2) 103% of the then Total
Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the U.S. Borrower, specifying the amount to be prepaid under this clause (i), and the Borrowers shall, within two Business
Days of the date of such notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available Amount of all Letters of Credit
(determined as aforesaid) does not exceed the Total Commitments; provided that any such payment shall be accompanied by any amounts payable under Section 9.04(c). 

(ii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date,
(1) the Dollar Equivalent of the aggregate outstanding principal balance of Swing Loans exceeds (2) 103% of the Swing Loan Commitment, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the
Swing Loan Borrowers, specifying the amount to be prepaid under this clause (ii), and the Swing Loan Borrowers shall, within two Business Days of the date of such notice, prepay the Swing Loans in an amount so that after giving effect
thereto the aggregate outstanding principal balance of Swing Loans (determined as aforesaid) does not exceed the Swing Loan Commitments. 

  
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 (iii) In addition, if on the last day of any Interest Period the aggregate
outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, the
Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the U.S. Borrower, specifying the amount to be prepaid under this clause (iii), and the Borrowers shall, within two Business Days of the date
of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being
made to repay Loans maturing on that date) plus the Available Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided that any such payment shall be accompanied by any amounts payable under
Section 9.04(c). 
 (iv) The determinations of the Administrative Agent under this Section 2.07(e)
shall be conclusive and binding on the U.S. Borrower and the other Borrowers in the absence of manifest error. 
 (f) If any Lender is a
Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations due to it from or for the benefit of any Borrower pursuant to this Section 2.07 to the Non-Defaulting Lenders
for application to, and reduction of, their ratable portion of all Obligations until such Non-Defaulting Lenders have been repaid in full. Such Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments in accordance
with Section 2.16(a)(iii). This Section 2.07 shall (i) apply and be effective regardless of whether an Event of Default has occurred and is continuing and notwithstanding (1) any other provision of this Agreement to
the contrary or (2) any instruction of the U.S. Borrower as to its desired application of payments and (ii) not be deemed to relieve or otherwise release any Borrower from any of its Obligations due or owing to any Lender, including a
Defaulting Lender. 
 SECTION 2.08 Interest. 

(a) Ordinary Interest. Each Borrower shall pay interest on the unpaid principal amount of each Loan made by each Lender to such
Borrower, from the date of such Loan until such principal amount shall be paid in full, at the following rates per annum and in each case subject to Section 2.16(a)(iii): 

(i) Base Rate Loans and Letter of Credit Loans. If such Loan is either a Revolving Loan or a Letter of Credit Loan
which, in each case, bears interest at the Base Rate, a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Margin, payable on (A) each Quarterly Date while such Base Rate Loan is
outstanding or (B) the last day of each month during which such Letter of Credit Loan is outstanding, and in each case, on the date such Base Rate Loan or Letter of Credit Loan shall be paid in full. 

(ii) Swing Loans. If such Loan is a Swing Loan (other than an Overdraft Advance, for which the rate shall be equal to
the Overdraft Advance Interest Rate), a rate per annum equal at all times to the Swing Loan Base Rate plus the Applicable Margin (applicable to Eurocurrency Rate Loans) in effect from time to time, payable (A) on the first Business Day
of each calendar quarter, commencing on the first 

  
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such day following the making of such Swing Loan, (B) upon each payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by
acceleration or otherwise) of such Swing Loan. 
 (iii) Eurocurrency Rate Loans. If such Loan is a Eurocurrency Rate
Loan, a rate per annum equal at all times during each Interest Period for such Loan to the sum of the Eurocurrency Rate for such Interest Period plus the Applicable Margin, payable on the last day of such Interest Period and, if such Interest
Period has a duration of more than three months, at three-month intervals following the first day of such Interest Period. 
 (b) Default
Interest. Upon the occurrence and during the continuance of an Event of Default that has not been waived, the Administrative Agent may, and upon the request of the Required Lenders shall, require the Borrowers to pay to the fullest extent
permitted by law interest (“Default Interest”) on all outstanding Obligations at the rate then applicable to Base Rate Loans plus two percentage points (2%) per annum; provided, however, that following the
acceleration of the Loans and other Obligations pursuant to Section 7.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Administrative Agent. 

SECTION 2.09 Interest Rate Determinations. 

(a) [Intentionally Deleted]. 

(b) The Administrative Agent shall give prompt notice to the U.S. Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.08(a)(i), (ii) and (iii). 
 (c) If prior to 10:00 A.M.
(New York City time) on any date on which an interest rate is to be determined pursuant to the definition of “Eurocurrency Rate”, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding
on the U.S. Borrower) that adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (ii) the Administrative Agent shall have
received notice from the Required Lenders in respect of the relevant facility that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Eurocurrency Rate Loan for such Interest Period, then the Administrative Agent shall promptly notify the U.S. Borrower and each Lender of such circumstances, whereupon the right of the Borrowers to select Eurocurrency Rate
Loans for any requested Revolving Loan Borrowing or any subsequent Revolving Loan Borrowing shall be suspended until the first date on which the circumstances causing such suspension cease to exist. If the Borrowers shall not, in turn, before
11:00 A.M. (New York City time) on such date notify the Administrative Agent that a Notice of Revolving Loan Borrowing with respect to such Eurocurrency Rate shall be converted to a Notice of Revolving Loan Borrowing for a Eurocurrency Rate
Loan in a different Currency or a Base Rate Loan, such Notice of Revolving Loan Borrowing shall be deemed to be canceled and of no force or effect, and the U.S. Borrower shall not be liable to the Administrative Agent or any Lender with respect
thereto except as set forth in Section 3.01(c). In the event of such a suspension, the Administrative Agent shall review the circumstances giving rise to such suspension at least weekly and shall notify the U.S. Borrower and the Lenders
promptly of the end of such suspension, and thereafter the Borrowers shall be entitled, on the terms and subject to the conditions set forth herein, to borrow Eurocurrency Rate Loans and Swing Loans in such Currency. 

  
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 (d) Notwithstanding anything in this Agreement to the contrary, no Lender whose Termination
Date falls prior to the last day of any Interest Period for any Eurocurrency Rate Loan (a “Relevant Lender”) shall participate in such Loan. Without limiting the generality of the foregoing, no Relevant Lender shall
(i) participate in a Borrowing of any Eurocurrency Rate Loan having an initial Interest Period ending after such Lender’s Termination Date, (ii) have any outstanding Eurocurrency Rate Loan continued for a subsequent Interest Period if
such subsequent Interest Period would end after such Lender’s Termination Date or (iii) have any outstanding Base Rate Loan Converted into a Eurocurrency Rate Loan if such Eurocurrency Rate Loan would have an initial Interest Period ending
after such Lender’s Termination Date. If any Relevant Lender has outstanding a Eurocurrency Rate Loan that cannot be continued for a subsequent Interest Period pursuant to clause (ii) above or has outstanding a Base Rate Loan that
cannot be Converted into a Eurocurrency Rate Loan pursuant to clause (iii) above, such Lender’s ratable share of such Eurocurrency Rate Loan (in the case of said clause (ii)) shall be repaid by the relevant Borrower on
the last day of its then current Interest Period and such Lender’s ratable share of such Base Rate Loan (in the case of said clause (iii)) shall be repaid by the relevant Borrower on the day on which the Loans of Lenders unaffected
by said clause (iii) are so Converted. Subject to the terms and conditions of this Agreement, the Borrowers may fund the repayment of the Relevant Lenders’ ratable shares of such Eurocurrency Rate Loans and Base Rate Loans by
borrowing from Lenders hereunder that are not Relevant Lenders. 
 SECTION 2.10 Prepayments. 

(a) The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in
subsection (b) below. 
 (b) Each Borrower may without premium or penalty, (i) upon at least the number of Business
Days’ prior notice specified in the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type, (ii) upon notice by no later than 11:00 AM (London time) one Business Day prior to the date of prepayment of
any Swing Loan in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to
such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment (other than any prepayment of any Swing Loan) shall be in an aggregate principal amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof (or the
Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (y) if any prepayment of any Eurocurrency Rate Loans shall be made on a date which is not the last day of an Interest Period
for such Loans (or on a date which is not the maturity date of such Swing Loans), such Borrower shall also pay any amounts owing to each Lender pursuant to Section 9.04(c) so long as such Lender makes written demand upon such Borrower
therefor (with a copy of such demand to the Administrative Agent) within 20 Business Days after such prepayment. 

  
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 SECTION 2.11 Payments and Computations. 

(a) All payments of principal of and interest on each Loan in a particular Currency shall be made in such Currency. 

(b)(i) All payments of principal of and interest on the Loans and all other amounts whatsoever payable by a Borrower under this Agreement and
the Notes shall be made in immediately available funds, without deduction, setoff or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 11:00 A.M. (New York City time) (in the case of amounts
payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due. 

(ii) The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal
or interest or fees ratably (other than amounts payable pursuant to Section 2.09(d), 2.12, 2.15(c) or 3.05 or as contemplated by Section 2.05(c) or 2.16) to the Lenders entitled thereto for the
account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement. 
 (iii) Upon its acceptance of an Acceptance and recording of the information contained therein
in the Register pursuant to Section 9.07(d), from and after the effective date specified in such Acceptance the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or assumed
thereby to the Lender assignee or New Lender thereunder (as the case may be). The parties to each Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

 (c) All computations of interest based on the Base Rate (other than if the Base Rate is computed on the basis of the Federal Funds Rate)
and of facility fees and letter of credit commission shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate, the Swing Loan Rate
or the Base Rate based on the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, and all computations of utilization fees shall be as specified in Section 2.05(d), in each case for the
actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error. 
 (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, facility fee or, letter of credit commission, as the case
may be; provided, however, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.


  
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 (e) Unless the Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be distributed to each relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have so made such
payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. 
 (f) Anything in
Section 2.07 or 2.08 to the contrary notwithstanding, and without prejudice to Section 2.08(b) or 7.01(a), if any Borrower shall fail to pay any principal or interest denominated in an Alternate Currency within
one Business Day after the due date therefor in the case of principal and three Business Days after the due date therefor in the case of interest (without giving effect to any acceleration of maturity under Article VII (Events of
Default)), the amount so in default shall automatically be redenominated in Dollars on the day one Business Day after the due date therefor in the case of a principal payment and three Business Days after the due date therefor in the case of an
interest payment in an amount equal to the Dollar Equivalent of such principal or interest. 
 (g) If any Lender is a Defaulting Lender,
such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations subject to Section 2.11 due to it from and for the benefit of the Borrowers to the Non-Defaulting Lenders for application to, and
reduction of, the Non-Defaulting Lenders’ ratable portion of all Obligations until such Non-Defaulting Lenders have been repaid in full. Each Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments in accordance
with Section 2.16(a)(iii). This Section 2.11(g) shall (i) apply at any time such Lender is a Defaulting Lender and be effective regardless of whether an Event of Default has occurred or is continuing and notwithstanding
(1) any other provision of this Agreement to the contrary or (2) any instruction of the U.S. Borrower as to its desired application of payments and (ii) not be deemed to relieve or otherwise release any Borrower from any of its
Obligations due or owing to any Lender, including a Defaulting Lender. 
 SECTION 2.12 Taxes. 

(a) Any and all payments by each Borrower under the Loan Documents shall be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on or measured by its net income
(including alternative minimum taxable income), franchise taxes imposed on it, by any jurisdiction under the laws of which such Person is organized or in which such Person is resident or doing business, or any political subdivision thereof and any
U.S. federal withholding taxes imposed under FATCA (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).
For purposes of determining withholding taxes imposed under FATCA, from and after the effective date of the Agreement, the U.S. Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat)
the Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). If any Borrower shall be 

  
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required by law to deduct any Taxes from or in respect of any sum payable under the Loan Documents to any such Person, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Person receives an amount equal to the sum it would have received had no such deductions been made,
(ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority or other authority in accordance with applicable law. 

(b) In addition, each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes or the other Loan Documents (hereinafter referred to as
“Other Taxes”). 
 (c) Each Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes
or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) paid by such Lender or the Administrative Agent (as the case may be) with respect to Loans to
such Borrower and any liability (including, without limitation, penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted;
provided, however, that (i) no Borrower shall be liable to any Person, as the case may be, for any liability arising from or with respect to Taxes or Other Taxes, which results from the gross negligence or willful misconduct of
such Lender or the Administrative Agent, as the case may be, (ii) so long as no Event of Default has occurred and is continuing, such Lender or the Administrative Agent, as applicable, shall use its reasonable best efforts (all at the expense
of such Borrower) to cooperate with each Borrower in contesting any Taxes or Other Taxes which such Borrower reasonably deems to be not correctly or legally asserted or otherwise not due and owing and (iii) no Borrower shall be liable to such
Lender or the Administrative Agent, as the case may be, for any such liability if such Person fails to make written demand for indemnification therefor within 120 days of receiving notice of the existence of such liability. This indemnification
shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any Person. 
 (d) Within
30 days after the date of any payment of Taxes by a Borrower, such Borrower will furnish to the Administrative Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing payment
thereof. 
 (e)(i) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each Lender and on the date of the Acceptance pursuant to which it becomes a Lender in the case of each other Lender, on or before the date that such form expires or becomes obsolete or after
the occurrence of any event within the control of such Lender (including a change in Applicable Lending Office but not including a change in law) requiring a change in the most recent form so delivered by it, and from time to time thereafter if
reasonably requested in writing by the U.S. Borrower, shall provide (but only to the extent such Lender is lawfully able to provide) the U.S. Borrower and the Administrative Agent with either Internal Revenue Service form W-8BEN, W-8BEN-E or W-8ECI, as appropriate, or any successor form prescribed by the 

  
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Internal Revenue Service, certifying in the case of form W-8BEN or W-8BEN-E that such Lender is either (i) entitled to benefits under an income tax treaty to which the United States is
a party that reduces the rate of withholding tax on payments under this Agreement or (ii) a Portfolio Interest Eligible Non-Bank (as defined below) or certifying in the case of form W-8ECI that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate
in excess of zero (or if such Lender cannot provide at such time such form because it is not entitled to reduced withholding under a treaty and the payments are not effectively connected income), withholding tax at such rate (or at the then existing
U.S. statutory rate if the Lender cannot provide such a form) shall be considered excluded from “Taxes” as defined in Section 2.12(a) unless and until such Lender provides the appropriate form certifying that a zero rate
applies, whereupon withholding tax at such zero rate only shall be considered excluded from Taxes for periods governed by such form; provided, however, that, if at the date of the Assignment and Acceptance pursuant to which a Lender
assignee becomes a party to this Agreement, the Lender assignor was in compliance with the provisions of Section 9.07(h) and was entitled to payments under Section 2.12(a) in respect of United States withholding tax with
respect to interest paid at such date, then, to such extent, the term “Taxes” shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States interest
withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this Section 2.12(e) requires the disclosure of information, other than information necessary to compute the tax
payable and information required on the date hereof by Internal Revenue Service form W-8BEN, W-8BEN-E or W-8ECI, that the relevant Lender reasonably considers to be confidential, such Lender shall give
notice thereof to the U.S. Borrower and the Administrative Agent and shall not be obligated to include in such form or document such confidential information. For purposes of this paragraph (e) the term “Portfolio Interest Eligible
Non-Bank” means a Lender that certifies in form and substance reasonably satisfactory to the U.S. Borrower and the Administrative Agent that (i) it is not a bank within the meaning of Code section 881(c)(3)(A), (ii) it is not
a 10% shareholder of any Borrower within the meaning of Code section 881(c)(3)(B) and (iii) it is not a controlled foreign corporation related to any Borrower within the meaning of Code section 881(c)(3)(C). 

(ii) To the extent a Lender is not the beneficial owner, such Lender shall provide executed originals of Internal Revenue
Service form W-8IMY, accompanied by Internal Revenue Service form W-8ECI, W-8EXP, W-8BEN or W-8BEN-E, as appropriate, a certificate in form and substance reasonably satisfactory to the U.S. Borrower and the Administrative Agent that the beneficial
owner meets the requirements to be treated as a Portfolio Interest Eligible Non-Bank (if such beneficial owner were a Lender), and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a
partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a certificate from each partner in form and substance reasonably satisfactory to the U.S. Borrower that
such partner meets the requirements to be treated as a Portfolio Interest Eligible Non-Bank (if such partner were a Lender). 

(iii) If any payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Code section 1471(b) or 1472(b), as applicable), such Lender shall 

  
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deliver to the U.S. Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the U.S. Borrower or the Administrative Agent
such documentation prescribed by applicable law (including as prescribed by Code section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the U.S. Borrower or the Administrative Agent as may be necessary for the U.S.
Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such
payment. Solely for purposes of this clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(iv) In addition, upon the reasonable request of the U.S. Borrower (through the Administrative Agent) on behalf of any Borrower
that is not a U.S. Borrower, each Lender will use all reasonable efforts to provide to such Borrower (if it can do so without material cost to such Lender) such forms, certifications of tax residency or other documentation as may be requested by
such Borrower in order to cause interest on Loans to such Borrower, to the fullest extent permitted by applicable law, to be subject to a reduced rate of withholding under the laws of the jurisdiction of organization of such Borrower or under any
income tax treaty to which the jurisdiction of the Borrower is a party; and if any such form, certification of tax residency or document requires the disclosure of information, other than information necessary to compute the tax payable and
information required on the date hereof, that the relevant Lender considers to be confidential, such Lender shall give notice thereof to the U.S. Borrower and shall not be obligated to include in such form or document such confidential information.

 Such forms, certifications of tax residency or other documentation delivered pursuant to this Section 2.12(e) as requested by any
Borrower shall be periodically renewed if it is required under the law of the jurisdiction of organization of such Borrower. 
 (f) For any
period with respect to which a Person that is required pursuant to Section 2.12(e) to provide a Borrower with any documentation described therein but has failed to provide a Borrower with such documentation or notice that it cannot
provide such form, certification of tax residency or other documentation (other than if such failure is due to a change in law occurring subsequent to the date on which a form or other documentation originally was required to be
provided, or if such form or other documentation otherwise is not required under the first sentence of subsection (e) above), such Person shall not be entitled to indemnification under Section 2.12(a) with respect to Taxes to
the extent such forms, certifications of tax residency or other documents would prevent the imposition thereof; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form, certification of
tax residency or other documentation required hereunder, the relevant Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes. 

(g) Any Lender claiming any additional amounts payable pursuant to this Section 2.12 shall use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter
accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. 

  
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 (h) Notwithstanding any contrary provisions of this Agreement, in the event that a Lender
that originally provided such form, certification of tax residency or other documentation as may be required under Section 2.12(e) thereafter ceases to qualify for complete exemption from withholding tax, such Lender may assign its
interest under this Agreement to any Eligible Assignee and such assignee shall be entitled to the same benefits under this Section 2.12 as the assignor provided that the rate of withholding tax applicable to such assignee shall not
exceed the rate then applicable to the assignor. 
 (i) Without prejudice to the survival of any other agreement of the Borrowers hereunder,
the agreements and obligations of the Borrowers contained in this Section 2.12 shall survive the payment in full of principal and interest hereunder and under the Notes and the termination of the Commitments. 

(j) If a Borrower is required to pay any Lender any Taxes under Section 2.12(c), such Lender shall be an “Affected
Person”, and the U.S. Borrower shall have the rights set forth in Section 3.08 to replace such Affected Person. 

SECTION 2.13 Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) on account of the Revolving Loans, the Swing Loans or the Letter of Credit Loans made by it (other than as expressly provided herein) in excess of its ratable share of
payments on account of the Revolving Loans, the Swing Loans or the Letter of Credit Loans obtained by all such Lenders, such Lender shall forthwith purchase from such other Lenders such participations in the Revolving Loans, the Swing Loans or the
Letter of Credit Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that, if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s
ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights
of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. 

SECTION 2.14 Conversion or Continuation of Revolving Loans. 

(a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to Eurocurrency Rate
Loans or (ii) at the end of any applicable Interest Period, to Convert Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue Eurocurrency Rate Loans or any portion thereof for an additional
Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans Converted or Continued for each Interest Period must be in the amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess
thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in
substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (x) in the


  
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case of a Continuation or Conversion into Eurocurrency Rate Loans, at least three Business Days’ prior written notice, and (y) in the case of a Conversion into Base Rate Loans, at least
one Business Day’s prior written notice, in each case, specifying (A) the amount and Type of Revolving Loan being Converted or Continued, (B) in the case of a Conversion to or a Continuation of Eurocurrency Rate Loans, the applicable
Interest Period and (C) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). 

(b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options
selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans, and no Continuation in whole or in part of Eurocurrency Rate Loans upon the expiration of any applicable Interest
Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the Continuation of, or Conversion into, a Eurocurrency Rate Loan would violate any provision of
Section 2.09, 3.05 or 3.06. If, within the time period required under the terms of this Section 2.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower
containing a permitted election to Continue any Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in
Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as Eurocurrency Rate Loans with an interest period of one month (or if consented by all Lenders, seven
days). Each Notice of Conversion or Continuation shall be irrevocable. 
 (c) Notwithstanding the foregoing, upon the occurrence and during
the continuance of any Event of Default, each Eurocurrency Rate Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan. 

SECTION 2.15 Extension of Termination Date. 

(a) The U.S. Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not less than 40 days and not
more than 60 days prior to each of the first and second anniversaries of the Effective Date (each anniversary, an “Anniversary Date”), request that each Lender extend such Lender’s Termination Date to the date (the
“New Termination Date”) that is one year after the then Final Termination Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date (the “Consent
Date”) that is 20 days prior to the relevant Anniversary Date (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to: 

(i) whether or not such Lender agrees to such extension of its Termination Date (each Lender so agreeing to such extension
being an “Extending Lender”); and 
 (ii) only if such Lender is an Extending Lender, whether or not such
Lender also irrevocably offers to increase the amount of its Commitment (each Lender so offering to increase its Commitment being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional
Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). 

  
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 Each Lender that determines not to extend its Termination Date (a “Non-Extending Lender”)
shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise the Administrative Agent in writing on or
before the Consent Date shall be deemed to be a Non-Extending Lender and (without limiting the U.S. Borrower’s rights under Section 2.15(c)) shall have no liability to the U.S. Borrower in
connection therewith. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify the U.S. Borrower of each Lender’s determination under this
Section 2.15(a) no later than the date 15 days prior to the relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day). 

(b)(i) If all of the Lenders are Extending Lenders, then, effective as of the Consent Date, the Termination Date of each Lender shall be
extended to the New Termination Date, and the respective Commitments of the Lenders will not be subject to change at such Consent Date pursuant to this Section 2.15. 

(ii) If and only if the sum of (x) the aggregate amount of the Commitments of the Extending Lenders plus
(y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be equal to at least 50% of the then Total Commitments, then: 

(A) effective as of the Consent Date, the Termination Date of each Extending Lender shall be extended to the New Termination
Date; 
 (B) the U.S. Borrower shall (so long as no Default shall have occurred and be continuing) have the right, but not
the obligation, to take either of the following actions with respect to each Non-Extending Lender during the period commencing on the Consent Date and ending on the immediately succeeding Anniversary Date: 

(1) the U.S. Borrower may elect by notice to the Administrative Agent and such Non-Extending Lender that the Termination Date
of such Non-Extending Lender be changed to a date (which date shall be specified in such notice) on or prior to such immediately succeeding Anniversary Date (and, upon the giving of such notice, the Termination Date of such Non-Extending Lender
shall be so changed); or 
 (2) the U.S. Borrower may replace such Non-Extending Lender as a party to this Agreement in
accordance with Section 2.15(c); and 
 (C) the Administrative Agent shall notify the Issuing Banks and the Swing
Loan Lender of the New Termination Date and the Lenders whose Termination Dates are the New Termination Date and each Issuing Bank and the Swing Loan Lender shall determine whether or not, acting in its sole discretion, it shall elect to extend its
Termination Date to the New Termination Date and shall so 

  
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notify the Administrative Agent. If such Issuing Bank or the Swing Loan Lender, as the case may be, has elected to so extend its Termination Date, then such Issuing Bank’s obligation to
issue Letters of Credit pursuant to Sections 2.04 and 3.04 shall be extended to the date that is 30 days prior to the New Termination Date and/or the Swing Loan Lender’s obligation to make Swing Loans to the Borrowers
pursuant to Sections 2.03 and 3.03 shall be extended to the date that is 15 Business Days prior to the New Termination Date. 

(iii) If neither of the conditions specified in clause (i) or clause (ii) of this
Section 2.15(b) is satisfied, then neither the Termination Date nor the Commitment of any Lender will change pursuant to this Section 2.15 on such Consent Date, and the U.S. Borrower will not have the right to take any of the
actions specified in Section 2.15(b)(ii)(2). 
 (c) Replacement by the U.S. Borrower of Non-Extending Lenders pursuant to
Section 2.15(b)(ii)(B)(2) shall be effected as follows (certain terms being used in this Section 2.15(c) having the meanings assigned to them in Section 2.15(d)) on the relevant Assignment Date: 

(i) the Assignors shall severally assign and transfer to the Assignees, and the Assignees shall severally purchase and assume
from the Assignors, all of the Assignors’ rights and obligations (including, without limitation, the Assignors’ respective Commitments) hereunder and under the Notes; 

(ii) each Assignee shall pay to the Administrative Agent, for account of the Assignors, an amount equal to such Assignee’s
Share of the aggregate outstanding principal amount of the Loans then held by the Assignors; 
 (iii) the U.S. Borrower shall
pay to the Administrative Agent, for account of the Assignors, all accrued interest, fees and other amounts (other than principal of outstanding Loans) then due and owing to the Assignors by the U.S. Borrower hereunder (including, without
limitation, payments due such Assignors, if any, under Sections 2.12, 3.05 and 9.04(c)); and 

(iv) the U.S. Borrower shall pay to the Administrative Agent for account of the Administrative Agent the $3,500 processing and
recordation fee for each assignment effected pursuant to this Section 2.15(c). 
 The assignments provided for in this
Section 2.15(c) shall be effected on the relevant Assignment Date in accordance with Section 9.07 and pursuant to one or more Assignments and Acceptances. After giving effect to such assignments, each Assignee shall have a
Commitment hereunder (which, if such Assignee was a Lender hereunder immediately prior to giving effect to such assignment, shall be in addition to such Assignee’s existing Commitment) in an amount equal to the amount of its Assumed Commitment
representing a Commitment. Upon any such termination or assignment, such Assignor shall cease to be a party hereto but shall continue to be obligated under Section 8.05 and be entitled to the benefits of Section 9.04, as well as to
any fees and other amounts accrued for its account under Section 2.05, 2.12 or 3.05 and not yet paid. 

  
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 (d) For purposes of this Section 2.15 the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): 
 “Assigned
Commitments” means the Commitments of Non-Extending Lenders to be replaced pursuant to Section 2.15(b)(ii)(2)(Y). 

“Assignees” means, at any time, Increasing Lenders and, if the Assigned Commitments exceed the aggregate amount of the
Proposed Additional Commitments, one or more New Lenders. 
 “Assignment Date” means the Anniversary Date or such earlier
date as shall be acceptable to the U.S. Borrower, the relevant Assignors, the relevant Assignees and the Administrative Agent. 

“Assignors” means, at any time, the Lenders to be replaced by the U.S. Borrower pursuant to
Section 2.15(b)(ii)(2)(Y). 
 The “Assumed Commitment” of each Assignee shall be determined as follows: 

(a) If the aggregate amount of the Proposed Additional Commitments of all of the Increasing Lenders shall exceed the aggregate
amount of the Assigned Commitments, then (i) the amount of the Assumed Commitment of each Increasing Lender shall be equal to (x) the aggregate amount of the Assigned Commitments multiplied by (y) a fraction, the
numerator of which is equal to such Increasing Lender’s Commitment as then in effect and the denominator of which is the aggregate amount of the Commitments of all Increasing Lenders as then in effect; and (ii) no New Lender shall become a
Lender hereunder pursuant to Section 2.15(c). 
 (b) If the aggregate amount of the Proposed Additional
Commitments of all of the Increasing Lenders shall be less than or equal to the aggregate amount of the Assigned Commitments, then: (i) the amount of the Assumed Commitment of each Increasing Lender shall be equal to such Increasing
Lender’s Proposed Additional Commitment; and (ii) the excess, if any, of the aggregate amount of the Assigned Commitments over the aggregate amount of the Proposed Additional Commitments shall be allocated among New Lenders in such
a manner as the U.S. Borrower and the Administrative Agent may agree. 
 “Share” means, as to any Assignee, a fraction the
numerator of which is equal to such Assignee’s Assumed Commitment and the denominator of which is the aggregate amount of the Assumed Commitments of all the Assignees. 

  
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 SECTION 2.16 Defaulting Lender. 

(a) Reallocation of Defaulting Lender Commitments. If a Lender becomes, and during the period it remains, a Defaulting Lender, the
following provisions shall apply: 
 (i) in the case of each Defaulting Lender, the ratable portion of such Defaulting Lender
with respect to any such outstanding Obligations will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the date such Lender becomes a Defaulting Lender) among the Lenders that are Non-Defaulting
Lenders pro rata in accordance with such Non-Defaulting Lenders’ respective Commitments; provided, that (A) the sum of each Non-Defaulting Lender’s ratable portion of the Total Outstandings may not in any event
exceed the Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any
Borrower, the Administrative Agent, any Issuing Bank, any Swing Loan Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender; 

(ii) in the case of each Defaulting Lender, to the extent that any portion (the “unreallocated portion”) of
the ratable portion of such Defaulting Lender with respect to any such outstanding and future Letter of Credit Obligations and Swing Loans cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise,
the U.S. Borrower will, not later than 5 Business Days after demand by the Administrative Agent (at the direction of the Issuing Banks and/or the Swing Loan Lender, as the case may be), (A) Cash Collateralize (pursuant to procedures similar to
those detailed in Section 7.02 and reasonably acceptable to the Administrative Agent) the Obligations of the Borrowers to the Issuing Banks and the Swing Loan Lender in respect of such Obligations or (B) make other arrangements
reasonably satisfactory to the Administrative Agent, and to the Issuing Banks and the Swing Loan Lender, as the case may be, in their reasonable discretion, to protect them against the risk of non-payment by such Defaulting Lender; and 

(iii) in the case of each Defaulting Lender, any amount paid by the U.S. Borrower for the account of such Defaulting Lender
under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated,
non-interest bearing account until (subject to Section 2.05(c)) the termination of the Commitments and payment in full of all the Obligations and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the
making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing
by such Defaulting Lender to any Issuing Bank or any Swing Loan Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest
due and payable to the Lenders hereunder other than Defaulting Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting
Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and Reimbursement Obligations in respect of the Letters of Credit at such time then due and payable to the
Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, seventh after the
termination of the Commitments and payment in full of all the Obligations, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. 

  
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 (b) Cash Collateral Call. If any Lender becomes, and during the period it remains, a
Defaulting Lender, if any Letter of Credit is at the time outstanding, the Issuing Banks may (except, in the case of a Defaulting Lender, to the extent the Commitments have been fully reallocated pursuant to Section 2.16(a)), by notice
to the Borrowers and such Defaulting Lender through the Administrative Agent, require any Borrower (i) to deposit in a cash collateral account maintained by the Administrative Agent an amount at least equal to 105% of the aggregate amount of
the unreallocated obligations (contingent or otherwise) of such Defaulting Lender to be applied pro rata in respect thereof, or (ii) to make other arrangements satisfactory to the Administrative Agent, and to the Issuing Banks, as
the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender. 
 (c) Right to Give
Drawdown Notices. In furtherance of the foregoing, if any Lender becomes, and during the period it remains, a Defaulting Lender, and the applicable Borrower fails to Cash Collateralize (pursuant to procedures similar to those detailed in
Section 7.02 and reasonably acceptable to the Administrative Agent) or prepay its obligations in respect of Letter of Credit Obligations or Swing Loans within 5 Business Days after demand by the Administrative Agent pursuant to this
Section 2.16, any Issuing Bank or Swing Loan Lender is hereby authorized by the Borrowers (which authorization is irrevocable and coupled with an interest) to give, in its discretion, through the Administrative Agent, Notices of
Borrowing pursuant to Section 3.01 in such amounts and in such times as may be required to (i) pay matured Reimbursement Obligations, (ii) repay an outstanding Swing Loan, and/or (iii) Cash Collateralize (pursuant to
procedures similar to those detailed in Section 7.02 and reasonably acceptable to the Administrative Agent) the Obligations of the applicable Borrower in respect of Letters of Credit Obligations or Swing Loans in an amount at least equal
to the aggregate amount of the obligations (contingent or otherwise) of such Defaulting Lender in respect of such Letter of Credit or Swing Loan. 

(d) Termination of Defaulting Lender Commitments. The U.S. Borrower may terminate the unused amount of the Commitment of a Defaulting
Lender upon not less than 10 Business Days’ prior notice to the Administrative Agent (who will promptly notify the Lenders thereof), and in such event the provisions of Section 2.11 will apply to all amounts thereafter paid by the
U.S. Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided, that such termination will not be deemed to be a waiver or release of any
claim any Borrower, the Administrative Agent, the Issuing Banks, the Swing Loan Lenders or any Lender may have against such Defaulting Lender. 

(e) Cure. If the U.S. Borrower, Administrative Agent, the Issuing Banks and the Swing Loan Lenders, as applicable, agree in writing in
their discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such
notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Lender will, to the extent applicable, purchase
such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause such Lender’s ratable portion to be on a pro rata basis in accordance
with their respective Commitment, whereupon such Lender will cease to be a 

  
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Defaulting Lender and will become a Non-Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrowers while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will
constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender. 
 (f)
Non-Defaulting Lender. Notwithstanding the foregoing, the occurrence of any Lender becoming a Defaulting Lender shall not relieve any other Lender of its obligations to make such Loan or payment on any date required under this Agreement and
no other Lender shall be responsible for the failure of any Defaulting Lender to make any Loan or payment required under this Agreement. 

ARTICLE III 
 MAKING THE LOANS AND
ISSUING THE LETTERS OF CREDIT 
 SECTION 3.01 Making the Revolving Loans. 

(a) Each Revolving Loan Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business
Day prior to the date of a Eurocurrency Rate Loan Borrowing, and (y) 11:00 A.M. (New York City time) on the day of a Base Rate Loan Borrowing, by the U.S. Borrower (on its own behalf and on behalf of any Euro Borrower) to the
Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each notice of a Revolving Loan Borrowing (a “Notice of Revolving Loan Borrowing”) shall be made in writing, or verbally and confirmed
immediately in writing, by telecopier, electronic mail, telex or cable, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Revolving Loan
Borrowing (which shall be a Business Day), (ii) Currency and Type of Revolving Loan comprising such Revolving Loan Borrowing, (iii) aggregate amount of such Revolving Loan Borrowing, (iv) in the case of a Revolving Loan Borrowing
comprised of Eurocurrency Rate Loans, the Interest Period for each such Revolving Loan, and (v) the name of the Borrower (which shall be the U.S. Borrower or a Euro Borrower). Each Lender shall (A) before 11:00 A.M. Local Time on the
date of such Borrowing (in the case of a Eurocurrency Rate Loan Borrowing) and (B) before 1:00 P.M. (New York City time) on the date of such Borrowing (in the case of a Base Rate Loan Borrowing), make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for the relevant Currency in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article IV (Conditions of Lending), the Administrative Agent will make such funds available to the relevant Borrower in such manner as the Administrative Agent
and the U.S. Borrower may agree; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Loan and Letter of Credit Loans as to which a Borrower has
received timely notice made by the Swing Loan Lender or the Issuing Banks, as the case may be, and by any other Lender and outstanding on the date of such Revolving Loan Borrowing, plus interest accrued and unpaid thereon to and as of such date,
available to the Swing Loan Lender or the relevant Issuing Banks, as the case may be, and such other Lenders for repayment of such Swing Loans and Letter of Credit Loans. 

  
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 (b) Anything in subsection (a) above to the contrary notwithstanding, the U.S.
Borrower may not select Eurocurrency Rate Loans for any Revolving Loan Borrowing if the aggregate amount of such Revolving Loan Borrowing is less than $1,000,000 or the Foreign Currency Equivalent thereof. 

(c) Subject to Sections 2.09(c) and 3.06, each Notice of Revolving Loan Borrowing shall be irrevocable and binding on the
U.S. Borrower and the relevant Borrower. In the case of any Revolving Loan Borrowing by a Borrower which the related Notice of Revolving Loan Borrowing specifies is to be comprised of Eurocurrency Rate Loans, such Borrower shall indemnify each
relevant Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Revolving Loan Borrowing for such Revolving Loan Borrowing the applicable conditions
set forth in Article IV (Conditions of Lending), including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund the Revolving Loan to be made by such Lender as part of such Revolving Loan Borrowing when such Revolving Loan, as a result of such failure, is not made on such date. 

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the time any Revolving Loan Borrowing is required to be
made that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Revolving Loan Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative
Agent on the date of such Revolving Loan Borrowing in accordance with subsection (a) of this Section 3.01 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of such
Borrower, the interest rate applicable at the time to Revolving Loans comprising such Revolving Loan Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, provided that such Borrower retains its rights against such
Lender with respect to any damages it may incur as a result of such Lender’s failure to fund, and notwithstanding anything herein to the contrary, in no event shall such Borrower be liable to such Lender or any other Person for the interest
payable by such Lender to the Administrative Agent pursuant to this sentence. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Loan as part of such
Revolving Loan Borrowing for purposes of this Agreement. 
 (e) The failure of any Lender to make the Revolving Loan to be made by it as
part of any Revolving Loan Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such Revolving Loan Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Revolving Loan to be made by such other Lender on the date of any Revolving Loan Borrowing. 
 SECTION 3.02
[Intentionally Deleted]. 

  
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 SECTION 3.03 Making the Swing Loans, Etc. 

(a) In order to request a Swing Loan, a Swing Loan Borrower shall telecopy (or forward by electronic mail or similar means) to the Swing Loan
Lender a duly completed request in substantially the form of Exhibit E (Form of Swing Loan Request), setting forth the requested amount, currency and date of such Swing Loan (a “Swing Loan Request”), to be received by
the Swing Loan Lender not later than 12:00 p.m. (London time) on the day of the proposed borrowing. Subject to the terms of this Agreement, the Swing Loan Lender agrees to make, on the date of the relevant Swing Loan Request, a Swing Loan available
to the Swing Loan Borrower specified in such Swing Loan Request. The Swing Loan Lender shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 4.02 have been satisfied in connection
with the making of any Swing Loan. 
 (b) The Swing Loan Lender may demand at any time that each Lender pay in Dollars to the Administrative
Agent, for the account of the Swing Loan Lender, in the manner provided in clause (c) below, such Lender’s pro rata share of all or a portion of the Dollar Equivalent of the outstanding Swing Loans, which demand shall
be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of the Swing Loans demanded to be paid and the Dollar Equivalent (as determined by the Swing Loan Lender) of such outstanding principal
amount if such Swing Loans are denominated in an Alternate Currency. 
 (c) The Administrative Agent shall forward each demand referred to
in clause (b) above to each Lender on the day such demand is received by the Administrative Agent (except that any such demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or on a day that is
not a Business Day shall not be required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount in Dollars of each
Lender’s pro rata share of the Dollar Equivalent of the aggregate principal amount of the Swing Loans demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in
Section 4.02 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Lender’s receipt of
such demand, make available to the Administrative Agent, in immediately available funds in Dollars, for the account of the Swing Loan Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as
provided in clause (d) below, be deemed to have made a Base Rate Loan in Dollars in an amount equal to such payment to the relevant Swing Loan Borrower (and the U.S. Borrower and the Swing Loan Borrowers hereby authorizes the making of
such Loan). The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent that any Lender fails to make such payment available to the Administrative Agent for the account of the Swing Loan Lender, the
Swing Loan Borrowers shall repay such Swing Loan or Swing Loans, as the case may be, on demand. 
 (d) If for any reason the Swing Loans
cannot be refinanced by such Loans in accordance with clause (c) above, each Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to be repaid by such Lender pursuant to
clause (c) above, which participation shall be in a principal amount equal to such Lender’s pro rata share of the Dollar Equivalent of such Swing Loan, by paying in Dollars to the Swing Loan Lender on the date on which
such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (c) above, in immediately 

  
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available funds, an amount equal to the Dollar Equivalent of such Lender’s pro rata share of such Swing Loan (and, concurrently with such acquisition, such Swing Loan shall be
automatically converted to Dollars equal to the Dollar Equivalent of such Swing Loan bearing interest at the Base Rate). If all or part of such amount is not in fact made available by such Lender to the Swing Loan Lender on such date, the Swing Loan
Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at the Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of
interest then applicable to Base Rate Loans. 
 (e) From and after the date on which any Lender (i) is deemed to have made a Loan
pursuant to clause (c) above with respect to any Swing Loan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (d) above, the Administrative Agent shall promptly distribute to such
Lender such Lender’s pro rata share of all payments of principal of and interest received by the Administrative Agent on behalf of the Swing Loan Lender on account of such Swing Loan (all of which such payments shall be made in
Dollars, regardless of the currency in which such Swing Loan was originally made) other than those received from a Lender pursuant to clause (c) or (d) above and subject to Section 2.16 with regard to any
Defaulting Lender. If any payment received and so distributed by the Swing Loan Lender in respect of principal or interest on any Swing Loan is required to be returned by the Swing Loan Lender under any of the circumstances described in
Section 9.05 (including pursuant to any settlement entered into by the Swing Loan Lender in its discretion), each Lender shall pay to the Swing Loan Lender its pro rata share thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent shall make such demand upon the request of the Swing Loan Lender. The obligations
of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 
 (f) The
parties hereto acknowledge that the Swing Loan Lender may from time to time make loans to any Swing Loan Borrower pursuant to an overdraft, autoborrow or similar arrangement (the “Overdraft Facility”). The loans made pursuant to the
Overdraft Facility (the “Overdraft Advances”) shall be deemed Swing Loans for all purposes hereof and shall be subject to all of the provisions hereof; provided, that (1) provisions relating to the fact that the
Overdraft Facility is an uncommitted facility shall prevail; (2) the borrowing procedures set forth in the Overdraft Documents shall prevail in the event of any conflict between such borrowing procedures and clause (a) above;
(3) the optional prepayment provisions set forth in the Overdraft Documents shall prevail in the event of any conflict between such provisions and Section 2.07; (4) any mandatory prepayment provisions set forth in the Overdraft
Documents shall be in addition to, and not in lieu of or replacement of, the mandatory prepayment provisions set forth in Section 2.07; and (5) interest on each Overdraft Advance shall be due and payable in arrears on each date set
forth in the Overdraft Documents in the event of any conflict between such interest payment dates and the interest payment dates set forth herein. 

(g) Each Lender’s obligation to make Loans or to purchase and fund risk participations in Swing Loans pursuant to this
Section 3.03 shall be absolute and unconditional, and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Loan Lender,
any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk
participations shall relieve or otherwise impair the obligation of any Swing Loan Borrower to repay any Swing Loans made to it, together with interest as provided herein. 

  
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 (h) The Swing Loan Lender may resign at any time upon not less than 90 days’ prior
written notice to the U.S. Borrower and the Administrative Agent, during which period the Swing Loan Lender shall cooperate with the U.S. Borrower in putting in place a new Swing Loan Lender designated by the U.S. Borrower and acceptable to the
Administrative Agent; provided, that the Swing Loan Lender shall retain all the rights and obligations of the Swing Loan Lender provided for hereunder with respect to Swing Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Loans or fund risk participations in outstanding Swing Loans pursuant to this Section 3.03. If no such Swing Loan Lender is appointed prior to the effectiveness of such
resignation, no Swing Loan Borrower shall be entitled to request Swing Loans until such a Swing Loan Lender is appointed. 
 SECTION 3.04
Issuance of Letters of Credit. 
 (a) No Issuing Bank shall be under any obligation to Issue any Letter of Credit upon the occurrence
of any of the following: 
 (i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by
its terms to enjoin or restrain such Issuing Bank from Issuing such Letter of Credit or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with
jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter
of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated) not in effect on the date of this Agreement or that would result in any unreimbursed loss, cost or expense that was not
applicable, in effect or known to such Issuing Bank as of the date of this Agreement and that such Issuing Bank in good faith deems material to it; 

(ii) such Issuing Bank shall have received any written notice of the type described in clause (c) below; 

(iii) after giving effect to the Issuance of such Letter of Credit, (A) the aggregate Total Outstandings would exceed the
aggregate of the Commitments in effect at such time or (B) the Letter of Credit Obligations at such time would exceed the Letter of Credit Sublimit; 

(iv) any fees due in connection with any Issuance have not been paid; 

(v) such Letter of Credit is requested to be Issued in a form that is not acceptable to such Issuing Bank; 

(vi) such Letter of Credit is requested to be denominated in any currency other than Dollars or (if requested by a Euro
Borrower) Euros. 
 None of the Lenders (other than the Issuing Banks in their capacity as such) shall have any obligation to Issue any Letter of Credit.


  
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 (b) In connection with the Issuance of each Letter of Credit, the U.S. Borrower or a Euro
Borrower, as applicable and appropriate, shall give the relevant Issuing Bank and the Administrative Agent at least two Business Days’ prior written notice, in form and substance acceptable to the applicable Issuing Bank, of the requested
Issuance of such Letter of Credit (a “Letter of Credit Request”). Such notice shall be irrevocable and shall specify the Issuing Bank of such Letter of Credit, the Currency of Issuance (Dollars or Euros) and face amount of the
Letter of Credit requested, the date of Issuance of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which date shall be a Business Day) and the Person for whose benefit the requested Letter of Credit is to be
issued. Such notice, to be effective, must be received by the relevant Issuing Bank and the Administrative Agent not later than 11:00 a.m. (New York time) on the second Business Day prior to the date of the requested Issuance of such Letter of
Credit. 
 (c) Subject to the satisfaction of the conditions set forth in this Section 3.04 and in Section 2.04, the
relevant Issuing Bank shall, on the requested date, Issue a Letter of Credit for the account of the applicable Borrower in accordance with such Issuing Bank’s usual and customary business practices. No Issuing Bank shall Issue any Letter of
Credit in the period commencing on the first Business Day after it receives written notice from any Lender that one or more of the conditions precedent contained in Section 4.02 shall not on such date be satisfied or duly waived and
ending when such conditions are satisfied or duly waived. The relevant Issuing Bank shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 4.02 have been satisfied in
connection with the Issuance of any Letter of Credit. 
 (d) If requested by the relevant Issuing Bank, prior to the issuance of each Letter
of Credit by such Issuing Bank, and as a condition of such Issuance and of the participation of each Lender in the Letter of Credit Obligations arising with respect thereto in accordance with clause (f) below, the applicable Borrower
shall have delivered to such Issuing Bank a letter of credit reimbursement agreement, in such form as the Issuing Bank may employ in its ordinary course of business for its own account (a “Letter of Credit Reimbursement Agreement”),
signed by such Borrower, and such other documents or items as may be required pursuant to the terms thereof. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this
Agreement shall govern. 
 (e) Each Issuing Bank shall: 

(i) give the Administrative Agent written notice (or telephonic notice confirmed promptly thereafter in writing, which writing
may be a telecopy or electronic mail) of the Issuance of a Letter of Credit Issued by it, of all drawings under a Letter of Credit Issued by it and the payment (or the failure to pay when due) by the applicable Borrower of any Reimbursement
Obligation when due, other than drawings under Letters of Credit issued to support the IRB Obligations and reimbursement payments in respect thereof that are made when due (which notice, the Administrative Agent shall promptly transmit by telecopy,
electronic mail or similar transmission to each Lender); 
 (ii) upon the request of any Lender, furnish to such Lender,
copies of any Letter of Credit Reimbursement Agreement to which such Issuing Bank is a party and such other documentation as may reasonably be requested by such Lender; and 

  
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 (iii) no later than 10 Business Days following the last day of each calendar
month, provide to the Administrative Agent (and the Administrative Agent shall provide a copy to each Lender requesting the same) and the U.S. Borrower separate schedules for Documentary Letters of Credit and Standby Letters of Credit issued by it
under the Letter of Credit Sub-Facility, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the aggregate Letter of Credit Obligations outstanding at the end of each month and any information requested by the
U.S. Borrower or the Administrative Agent relating thereto. 
 (f) Immediately upon the issuance by an Issuing Bank of a Letter of Credit in
accordance with the terms and conditions of this Agreement, such Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from such
Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s pro rata share of the Commitments, in such Letter of Credit and the obligations of the applicable Borrower with
respect thereto (including all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto. 

(g) Each Borrower agrees to pay to the Issuing Bank of any Letter of Credit the Dollar Equivalent of the amount of all Reimbursement
Obligations owing to such Issuing Bank under any Letter of Credit issued for its account no later than the date that is the next succeeding Business Day after such Borrower receives written notice from such Issuing Bank that payment has been made
under such Letter of Credit (the “Reimbursement Date”), irrespective of any claim, set-off, defense or other right that such Borrower may have at any time against such Issuing Bank or any other Person. 

(h) In the event that any Issuing Bank makes any payment under any Letter of Credit and the applicable Borrower shall not have repaid the
Dollar Equivalent of such amount to such Issuing Bank pursuant to clause (g) or any such payment by such Borrower is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon
computed (i) from the date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable during such period to Revolving Loans that are Base Rate Loans and (ii) from the Reimbursement Date until
the date of repayment in full, at the rate of interest applicable during such period to past due Revolving Loans that are Base Rate Loans, and such Issuing Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender
of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuing Bank the amount of such Lender’s pro rata share of such payment in Dollars (based upon the Dollar
Equivalent of such amount on the date of such payment) and in immediately available funds. If the Administrative Agent so notifies such Lender prior to 11:00 a.m. (New York time) on any Business Day, such Lender shall make available to the
Administrative Agent for the account of such Issuing Bank its pro rata share of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Lender, such Lender shall, except during the
continuance of a Default or Event of Default under Section 7.01(e) and notwithstanding whether or not the conditions precedent set forth in Section 4.02 shall have been satisfied (which conditions precedent the Lenders hereby
irrevocably waive), be deemed to have made a Revolving Loan to applicable Borrower in the principal amount of such payment. Whenever any Issuing Bank receives from the U.S. Borrower a payment of a Reimbursement Obligation as to which the
Administrative Agent has received for the account of such Issuing Bank any payment from a 

  
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Lender pursuant to this clause (h), such Issuing Bank shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender, in immediately available funds,
an amount equal to such Lender’s pro rata share of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Lenders have paid in respect of such Reimbursement Obligation. 

(i) If and to the extent such Lender shall not have so made its pro rata share of the amount of the payment required by clause
(h) above, as applicable, available to the Administrative Agent for the account of such Issuing Bank, such Lender agrees to pay to the Administrative Agent for the account of such Issuing Bank forthwith on demand any such unpaid amount
together with interest thereon, for the first Business Day after payment was first due at the Federal Funds Rate and, thereafter until such amount is repaid to the Administrative Agent for the account of such Issuing Bank, at the rate per
annum applicable to Base Rate Loans under the Facility. 
 (j) Each Borrower’s obligation to pay each Reimbursement Obligation
and the obligations of the Lenders to make payments to the Administrative Agent for the account of the Issuing Banks with respect to Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following: 

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; 

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any
Loan Document; 
 (iii) the existence of any claim, set off, defense or other right that such Borrower, any other party
guaranteeing, or otherwise obligated with, such Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary under any Letter of Credit, any Issuing Bank, the Administrative Agent or any other
Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; 

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect; 
 (v) payment by the Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and 

(vi) any other act or omission to act or delay of any kind of the Issuing Bank, the other Lenders, the Administrative Agent or
any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 3.04 or Section 2.04, constitute a legal or equitable
discharge of such Borrower’s obligations hereunder. 

  
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 Any action taken or omitted to be taken by the relevant Issuing Bank under or in connection with any Letter
of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuing Bank under any resulting liability to the applicable Borrower or any Lender. In determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the
contrary and, in making any payment under any Letter of Credit, the Issuing Bank may rely exclusively on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any
draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any
respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or
untrue in any respect whatsoever and any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of
the Issuing Bank. 
 (k) Schedule 2.04 (Existing Letters of Credit) contains a schedule of all of the letters of credit issued prior
to the Effective Date for the account of the U.S. Borrower. On the Effective Date (i) such letters of credit, to the extent outstanding, shall be automatically and without further action by the parties thereto converted to Letters of Credit
issued pursuant to this Section 3.04 and Section 2.04 for the account of the U.S. Borrower and subject to the provisions hereof, and for this purpose the fees specified in Section 2.05(b) shall be payable (in
substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such letters of credit) as if such letters of credit had been issued on the Effective Date, other than fees with respect to
issuance, amendment or transfer that might otherwise apply as the result of such letters of credit being treated as if issued on the Effective Date, (ii) the amount of such letters of credit shall be included in the calculation of Letter of
Credit Obligations and (iii) all liabilities of the U.S. Borrower with respect to such letters of credit shall constitute Reimbursement Obligations and/or obligations under the Facility. 

SECTION 3.05 Increased Costs. 

(a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve
requirements included in the Eurocurrency Rate Reserve Percentage, in each case as of the date of determination thereof) in or in the interpretation of any law or regulation, in each case as of the date hereof or (ii) the compliance with any
guideline or request from any central bank or other governmental authority (whether or not having the force of law) which implements any introduction or change specified in clause (i) above, there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or Swing Loans then the Borrowers shall from time to time, within ten Business Days after written demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost incurred during the 90-day period prior to the date of such demand. A certificate
as to the amount of such increased cost, submitted to the U.S. Borrower and the Administrative Agent by such Lender and showing in reasonable detail the basis for the calculation thereof, shall be prima facie evidence of such costs.


  
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 (b) If any Lender determines that compliance with (i) the introduction of or any change
in or in the interpretation of, any law or regulation, in each case after the date hereof, or (ii) any guideline or request from any central bank or other governmental authority (whether or not having the force of law) which implements any
introduction or change specified in clause (i) above, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such
capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this type, then, within ten Business Days after written
demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall from time to time pay to the Administrative Agent for the account of such Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances for such increase in capital or liquidity incurred during the six-month period prior to the date of such demand, to the extent that such Lender reasonably determines such increase in capital or
liquidity to be allocable to the existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder. A certificate as to such amounts submitted to the U.S. Borrower and the Administrative Agent by such
Lender and showing in reasonable detail the basis for the calculation thereof shall be prima facie evidence of such costs. 
 (c)
Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.05 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that no
Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the U.S. Borrower of the
circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of retroactive effect thereof). 
 (d) Without limiting the
effect of the foregoing, the Borrowers shall pay to each Lender on the last day of each Interest Period so long as such Lender is maintaining reserves against Eurocurrency Liabilities (or so long as such Lender is maintaining reserves against any
other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender that
includes any Eurocurrency Rate Loans) an additional amount (determined by such Lender and notified to the U.S. Borrower through the Administrative Agent) equal to the product of the following for each Eurocurrency Rate Loan for each day during such
Interest Period: 
 (i) the principal amount of such Eurocurrency Rate Loan outstanding on such day; and 

(ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues
on such Eurocurrency Rate Loan for such Interest Period as provided in this Agreement (less the Applicable Margin) and the denominator of which is one minus the Eurocurrency Rate Reserve Percentage in effect on such day minus
(y) such numerator; and 
 (iii) 1/360. 

  
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 (e) If the U.S. Borrower is required to pay any Lender any amounts under this
Section 3.05, the applicable Lender shall be an “Affected Person”, and the U.S. Borrower shall have the rights set forth in Section 3.08 to replace such Affected Person. 

Notwithstanding anything to the contrary, for purposes of this Section 3.05, each of (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act, and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives concerning capital adequacy or liquidity effective after the date hereof promulgated by the Bank
for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities are deemed to have been introduced or adopted after the
date hereof, regardless of the date enacted or adopted. 
 SECTION 3.06 Illegality. Notwithstanding any other provision of this
Agreement, if any Lender or the Swing Loan Lender, as the case may be, shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Lender or the Swing Loan Lender, as the case may be, or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Loans or Swing Loans, as the case may
be, or to fund or maintain Eurocurrency Rate Loans or Swing Loans hereunder, as the case may be, then, subject to the provisions of Section 3.08, (i) the obligation of such Lender to make Eurocurrency Rate Loans hereunder or the
obligations of the Swing Loan Lender to make Swing Loans hereunder (including, without limitation, to any Borrower who is also a Foreign Subsidiary), as the case may be, shall be suspended until the first date on which the circumstances causing such
suspension cease to exist (and, to the extent required by applicable Law, cancelled), (ii) any Eurocurrency Rate Loans made or to be made by such Lender shall be converted automatically to Base Rate Loans and any Swing Loans made or to be made
by the Swing Loan Lender shall be converted to Dollar Swing Loans and (iii) such Lender or the Swing Loan Lender, as the case may be, shall be an “Affected Person”, and the U.S. Borrower shall have the right set forth in
Section 3.08 to replace such Affected Person. In the event of such a suspension, such Lender or the Swing Loan Lender, as the case may be, shall review the circumstances giving rise to such suspension at least weekly and shall notify the
U.S. Borrower, the Administrative Agent, the Swing Loan Lender and the Lenders promptly of the end of such suspension, and thereafter the applicable Borrower shall be entitled to borrow Eurocurrency Rate Loans from such Lender or any Swing Loan
Borrower shall be entitled to borrow Swing Loans from the Swing Loan Lender, as the case may be. 
 Notwithstanding anything to the contrary, for purposes
of this Section 3.06, each of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives
concerning capital adequacy or liquidity effective after the date hereof promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the
United States financial regulatory authorities are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted. 

SECTION 3.07 Reasonable Efforts to Mitigate. Each Lender and the Swing Loan Lender shall use its reasonable best efforts (consistent
with its internal policy and legal and regulatory restrictions) to minimize any amounts payable by the Borrowers under Section 3.05 and to minimize any period of illegality described in Section 3.06. Without limiting the


  
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generality of the foregoing, each Lender and the Swing Loan Lender agrees that, to the extent reasonably possible to such Lender or the Swing Loan Lender, as the case may be, it will change its
Eurocurrency Lending Office if such change would eliminate or reduce amounts payable to it under Section 3.05 or eliminate any illegality of the type described in Section 3.06, as the case may be. Each Lender and the Swing
Loan Lender further agrees to notify the U.S. Borrower promptly, but in any event within five Business Days, after such Lender or the Swing Loan Lender, as the case may be, learns of the circumstances giving rise to such a right to payment or such
illegality have changed such that such right to payment or such illegality, as the case may be, no longer exists. 
 SECTION 3.08 Right
to Replace Affected Person or Lender. 
 (a) Replacement by the U.S. Borrower. In the event (i) the Borrowers are required
to pay any Taxes with respect to an Affected Person pursuant to Section 2.12(c) or any amounts with respect to an Affected Person pursuant to Section 3.05, (ii) the U.S. Borrower receives a notice from an Affected Person
pursuant to Section 3.06, or (iii) any Lender is a Defaulting Lender or Non-Consenting Lender (treating such Lender as an “Affected Person” for purposes of this Section 3.08), the U.S. Borrower may elect, if
such amounts continue to be charged or such notice is still effective, to replace such Affected Person as a party to this Agreement, provided that, concurrently therewith, (i) no Default or Event of Default has occurred and is
continuing, (ii) another financial institution which is an Eligible Assignee and is reasonably satisfactory to the U.S. Borrower and the Administrative Agent (or if the Lender then serving as Administrative Agent is the Person to be replaced
and the Administrative Agent has resigned its position, the Lender becoming the successor Administrative Agent) and satisfactory to the Issuing Banks and the Swing Loan Lender (unless it is the Swing Loan Lender that is being replaced), shall agree,
as of such date, to purchase for cash and at par the Loans and participation in Letters of Credit of the Affected Person, pursuant to an Assignment and Acceptance and to become a Lender or the Swing Loan Lender, as the case may be, for all purposes
under this Agreement and to assume all obligations (including all outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 9.07 applicable to assignments (other than
clause (a)(iv) thereof), and (iii) the U.S. Borrower shall pay to such Affected Person in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by any Borrower
hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.12, costs incurred under Section 3.05 or 9.15 and payments owing under
Section 9.04(c). 
 (b) Replacement by the Issuing Banks. In the event that S&P and Moody’s shall, after the
date that any Person becomes a Lender, downgrade the long-term certificate of deposit ratings of such Lender, and the resulting ratings shall be below BBB- and Baa3,
respectively, or the equivalent, then the Issuing Banks shall in consultation with the U.S. Borrower have the right, but not the obligation, at their own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with
an Eligible Assignee, and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.07 (other than clause (a)(iv) thereof)) all the interests,
rights and obligations in respect of its Commitment to an Eligible Assignee; provided, however, that (x) no such assignment shall conflict with any law, rule or regulation or order of any governmental authority and (y) the
Issuing Banks or such Eligible Assignee, as the case may be, shall pay to such Lender in same day funds on the date of such assignment the principal of and 

  
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interest accrued to the date of payment on the Loans made by such Lender and such Lender’s participation in any Letters of Credit hereunder and all other amounts accrued for such
Lender’s account or owed to it hereunder. Upon any such termination or assignment, such Lender shall cease to be a party hereto but shall continue to be obligated under Section 8.05 and be entitled to the benefits of
Section 9.04, as well as to any fees and other amounts accrued for its account under Section 2.05, 2.12 or 3.05 and not yet paid. 

SECTION 3.09 Use of Proceeds. The Letters of Credit and the proceeds of the Loans shall be available (and each Borrower agrees that it
shall use such proceeds) for general corporate purposes of the U.S. Borrower and its Subsidiaries; provided that neither any Lender nor the Administrative Agent shall have any responsibility for the use of any of the Letters of Credit or the
proceeds of Loans. 
 ARTICLE IV 

CONDITIONS OF LENDING 
 SECTION
4.01 Conditions Precedent to Initial Borrowing. The obligation of each Lender to make a Loan on the occasion of the initial Borrowing and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject
to the conditions precedent that, on a date (the “Effective Date”) not later than October 31, 2014, the Administrative Agent shall have received the following: 

(a) Each of the following documents, which shall be dated the Effective Date and in form and substance satisfactory to the Administrative
Agent: 
 (i) This Agreement, duly executed and delivered by each of the Borrowers. 

(ii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of
each such Lender. 
 (iii) Certified copies of (x) the charter and by-laws of each Borrower, (y) the resolutions of
the board of directors (or equivalent governing body) of each Borrower authorizing and approving this Agreement, the Guaranty and the Notes and the transactions contemplated by the Loan Documents, and (z) all documents evidencing other
necessary corporate action and governmental approvals, if any, with respect to the Loan Documents. 
 (iv) A certificate of
the secretary or an assistant secretary (or equivalent officer) of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to sign this Agreement, the Guaranty and the Notes and the other documents to be
delivered hereunder. 
 (v) A favorable opinion of (x) Morgan, Lewis & Bockius LLP U.S. counsel to the
Borrowers and (y) certain local counsel to each of the Euro Borrowers, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such other matters relating hereto as any Lender, through the
Administrative Agent, may reasonably request. 

  
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 (vi) A certificate of a senior officer of the U.S. Borrower to the effect
that (x) the representations and warranties contained in Article V (Representations and Warranties) are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event
has occurred and is continuing which constitutes a Default. 
 (vii) Such other certificates, documents, agreements and
information respecting any Borrower as any Lender through the Administrative Agent may reasonably request, including without limitation, at least five Business Days prior to the Effective Date, all documentation and other information relating to the
Borrowers required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by any of the Administrative Agent and the Lenders
at least 10 Business Days prior to the Effective Date. 
 (b) Confirmation that the U.S. Borrower has paid all accrued fees and expenses of
the Administrative Agent (including, without limitation, amounts then payable under the Agency Fee Letter) and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with
all accrued but unpaid fees (including, without limitation, facility fees) and expenses under the Existing Credit Agreement. 
 SECTION 4.02
Conditions Precedent to Each Revolving Loan Borrowing, Swing Loan Borrowing and Letter of Credit Issuance. The obligation of each Lender to make a Loan (other than a Swing Loan or a Letter of Credit Loan made by a Lender pursuant to
Section 3.03 or 3.04(b)) on the occasion of each Borrowing (including the initial Borrowing), and the right of the Borrowers to request a Swing Loan Borrowing or the issuance of a Letter of Credit, shall be subject to the further
conditions precedent that: 
 (a) in the case of the first Borrowing by a Euro Borrower, (other than FMC Finance B.V., FMC Chemicals
Netherlands B.V., FMC Foret, S.A., FMC Luxembourg Holdings S.à r.l. (previously named “SHCO 91 S.à r.l.”) a private limited liability company (société à responsabilité limitée) having its
registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duchy of Luxembourg, with a share capital of EUR 12,500.-, registered with the Luxembourg Trade and Companies Register under number B 189601, FMC Luxembourg S.à r.l.
(previously named “SHCO 92 S.à r.l.”) a private limited liability company (société à responsabilité limitée) having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg,
Grand-Duchy of Luxembourg, with a share capital of EUR 12,500.-, registered with the Luxembourg Trade and Companies Register under number B 189617 and Surety International Ltd.), the U.S. Borrower shall have furnished to the Administrative Agent and
the Lenders such Revolving Loan Notes, corporate documents, resolutions, certifications, legal opinions and other items relating to such Euro Borrower as the Administrative Agent or the Lenders may reasonably require, including without limitation,
all documentation and other information relating to such Euro Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably
requested by any of the Administrative Agent and the Lenders, and 

  
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 (b) on the date of such Borrowing or issuance of a Letter of Credit the following statements
shall be true (and the acceptance by a Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by such Borrower that on the date of such Borrowing or issuance such statements are true):

 (i) The representations and warranties contained in Article V (Representations and Warranties) (except the
Excluded Representations) are correct in all material respects (except any representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the date of such Borrowing or issuance, before
and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a date other than the
date of such Borrowing or issuance, which are true and correct as of such earlier date; and 
 (ii) No event has occurred and
is continuing, or would result from such Borrowing or issuance or from the application of the proceeds therefrom, which constitutes a Default. 

ARTICLE V 
 REPRESENTATIONS AND
WARRANTIES 
 The U.S. Borrower represents and warrants as follows: 

SECTION 5.01 Corporate Existence; Compliance with Law. 

Each of the U.S. Borrower and its Material Subsidiaries (a) is duly organized, validly existing and in good standing (where such concept
is legally relevant) under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing (where such concept is legally relevant) under the laws of each jurisdiction where
such qualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) has all
requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) with respect to
the U.S. Borrower and its Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would
not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each
Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the
grant or transfer thereof or the failure to obtain or make would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

SECTION 5.02 Corporate Power; Authorization; Enforceable Obligations. 

(a) The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby: 
 (i) are within such Borrower’s corporate, limited liability company, partnership
or other powers; 

  
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 (ii) have been or, at the time of delivery thereof pursuant to Article
IV (Conditions of Lending) will have been, duly authorized by all necessary action, including the consent of shareholders, partners and members where required; 

(iii) do not and will not (A) contravene such Borrower’s or any of its Subsidiaries’ respective Constituent
Documents, (B) violate any other Requirement of Law applicable to such Borrower (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Borrower,
(C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Borrower or any of its Subsidiaries, or (D) result in the creation
or imposition of any Lien upon any property of such Borrower or any of its Material Subsidiaries; 
 (iv) do not require the
consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 5.02 (Consents) and that have been or will be, prior to the
Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 4.01(a)(iii)(z), and each of which on the Effective Date will be in full force and effect. 

(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this
Agreement, duly executed and delivered by each Borrower party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Borrower party thereto, enforceable against
such Borrower in accordance with its terms. 
 SECTION 5.03 Financial Statements. 

The Consolidated balance sheet of the U.S. Borrower and its Subsidiaries as at December 31, 2013, and the related Consolidated statements
of income, changes in stockholders’ equity and cash flows of the U.S. Borrower and its Subsidiaries for the fiscal year then ended, certified by the Borrowers’ Accountants, and the Consolidated balance sheet of the U.S. Borrower and its
Subsidiaries as at June 30, 2014, and the related Consolidated statements of income and cash flows of the U.S. Borrower and its Subsidiaries for the three months then ended, copies of which have been furnished to each Lender, fairly present,
subject, in the case of said balance sheet as at June 30, 2014, and said statements of income and cash flows for the three months then ended, to the absence of footnote disclosure and normal recurring year-end audit adjustments, the
Consolidated financial condition of the U.S. Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the U.S. Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP.

 SECTION 5.04 Material Adverse Change. 

Since December 31, 2013, there has been no Material Adverse Change and there have been no events or developments that, in the aggregate,
have had a Material Adverse Effect. 

  
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 SECTION 5.05 Litigation. 

Except as set forth on Schedule 5.05 (Litigation), there are no pending or, to the knowledge of the U.S. Borrower, threatened
actions, investigations or proceedings affecting the U.S. Borrower or any of its Material Subsidiaries before any court, Governmental Authority or arbitrator other than those that, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. The performance of any action by any Borrower required or contemplated by any Loan Document is not restrained or enjoined (either temporarily, preliminarily or permanently). 

SECTION 5.06 Taxes. 
 The
U.S. Borrower and each of its Material Subsidiaries have filed, have caused to be filed or have been included in all tax returns (federal, state, local and foreign) required to be filed, all such tax returns are true and correct in all material
respects and have paid (or have accrued any taxes shown that are not due with the filing of such returns) all taxes shown thereon to be due, together with applicable interest and penalties, except in any case where the failure to file any such
return or pay any such tax is not in any respect material to the U.S. Borrower or the U.S. Borrower and its Subsidiaries taken as a whole. 

SECTION 5.07 Full Disclosure. 

The information prepared or furnished by or on behalf of the U.S. Borrower in connection with this Agreement or the consummation of the
transactions contemplated hereunder taken as a whole, including the information contained in the Disclosure Documents, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
contained therein or herein in light of the time and circumstances under which they were made, not misleading. 
 SECTION 5.08 Investment
Company Act. 
 Neither the U.S. Borrower nor any of its Material Subsidiaries is an “investment company” or an
“affiliated Person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. 

SECTION 5.09 ERISA. 
 (a)
No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. 

(b) Neither the U.S. Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that it has
incurred any Withdrawal Liability, and neither the U.S. Borrower nor any of its ERISA Affiliates, to the best of the U.S. Borrower’s knowledge and belief, is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan,
in each case other than any Withdrawal Liability that would not have a Material Adverse Effect. 

  
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 (c) Neither the U.S. Borrower nor any of its ERISA Affiliates has been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, except where such reorganization or termination would not reasonably be expected to have a
Material Adverse Effect. 
 SECTION 5.10 Environmental Matters. 

Except as disclosed in the U.S. Borrower’s SEC filings filed with respect to period ending on or prior to June 30, 2014: 

(a) The operations of the U.S. Borrower and each of its Material Subsidiaries have been and are in compliance with all Environmental Laws,
including obtaining and complying with all required Permits required under or by Environmental Laws (collectively, “Environmental Permits”), other than non-compliances that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. 
 (b) None of the U.S. Borrower or any of its Material Subsidiaries or any real property
currently or, to the knowledge of the U.S. Borrower, previously owned, operated or leased by or for the U.S. Borrower or any of its Material Subsidiaries is subject to any pending or, to the knowledge of the U.S. Borrower, threatened, claim, order,
agreement, notice of potential liability or is the subject of any pending or threatened proceeding or governmental investigation under or pursuant to Environmental Laws other than those that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect. 
 (c) Except as disclosed on Schedule 5.10 (Environmental Matters), none of the
real property owned or operated by the U.S. Borrower or any of its Material Subsidiaries that is a Domestic Subsidiary is a treatment, storage or disposal facility requiring a Permit under the Resource Conservation and Recovery Act, 42 U.S.C.
§ 6901 et seq. and the regulations thereunder. 
 (d) There are no facts, circumstances or conditions arising out of or relating
to the operations or ownership of the U.S. Borrower or of real property owned, operated or leased by the U.S. Borrower or any of its Material Subsidiaries that are not specifically included in the financial information furnished to the Lenders other
than those that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 
 (e) As of the date
hereof, no Environmental Lien has attached to any property of the U.S. Borrower or any of its Material Subsidiaries and, to the knowledge of the U.S. Borrower, no facts, circumstances or conditions exist that could reasonably be expected to result
in any such Lien attaching to any such property. 
 SECTION 5.11 Ownership of Properties; Liens. 

Each of the U.S. Borrower and its Material Subsidiaries has good title to, a valid leasehold interest in, or other valid legal rights to use,
all of the real and personal property used in the ordinary course of its business, and none of such property is subject to any Lien (other than as permitted by Section 6.04(a)), except to the extent that the absence of such title,
leasehold interest or legal right, in the aggregate, would reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 5.12 OFAC. 

Each of the Borrowers and their Subsidiaries are in compliance with regulations and executive orders administered by OFAC or other similar
economic sanctions administered or enforced by the European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations Security Council to the extent applicable to such Person. None of the Borrowers nor their Subsidiaries, nor
any of their respective directors, officers, employees, agents, or affiliates is a Sanctioned Person or located, organized, or resident in any country subject to comprehensive territorial sanctions, currently Cuba, Iran, North Korea, Sudan, or
Syria. The Letters of Credit and the proceeds of any Loan will not be used and have not been used, directly or indirectly, (A) to fund any operations in or with, finance any investments or activities in or with, or make any payments to, a
Sanctioned Person or a Sanctioned Country to the extent in violation of any applicable Requirement of Law or (B) in any other manner that would result in a violation by any Person of any regulations or executive orders administered by OFAC or
other similar economic sanctions administered or enforced by the European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations Security Council. 

SECTION 5.13 Anti-Corruption Laws; Anti-Money Laundering Laws. 

Each of the Borrowers has implemented and maintains in effect policies and procedures designed to ensure compliance by such Borrower, its
Subsidiaries and their respective directors, officers, employees, brokers and agents with Anti-Corruption Laws and Anti-Money Laundering Laws, and such Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of
such Borrower its directors, brokers and agents, are in compliance with Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects. No part of any Letter of Credit, Borrowing, the use of proceeds therefrom or any other transaction
contemplated by this Agreement will violate Anti-Corruption Laws or Anti-Money Laundering Laws. 
 ARTICLE VI 

COVENANTS OF THE COMPANY 

SECTION 6.01 Financial Covenants. So long as any obligations under this Agreement or any Note shall remain unpaid, any Letter of Credit
shall be outstanding or any Lender shall have any Commitment hereunder, the U.S. Borrower agrees with the Administrative Agent to each of the following, unless the Required Lenders shall otherwise consent in writing: 

(a) Maximum Leverage Ratio. The U.S. Borrower shall maintain, on the last day of each Fiscal Quarter, a Leverage Ratio of not more than
a ratio of 3.50 to 1.00; provided that for each Fiscal Quarter ending on or following the Acquisition Closing Date, the Leverage Ratio on the last day of such Fiscal Quarter shall not exceed the applicable level set forth below adjacent to
such Fiscal Quarter: 
  

			
	 Fiscal Quarter
	  	Maximum Leverage Ratio
	 December 31, 2014
	  	4.50 to 1.00
	 March 31, 2015
	  	4.50 to 1.00


  
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	 June 30, 2015
	  	4.50 to 1.00
	 September 30, 2015
	  	4.25 to 1.00
	 December 31, 2015
	  	4.25 to 1.00
	 March 31, 2016
	  	4.00 to 1.00
	 June 30, 2016
	  	4.00 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

 (b) Minimum Interest Coverage Ratio. The U.S. Borrower shall maintain an Interest Coverage Ratio, as
determined as of the last day of each Fiscal Quarter, for the four Fiscal Quarters ending on such day, of at least a minimum ratio of 3.50 to 1.00. 

SECTION 6.02 Reporting Covenants. So long as any obligations under this Agreement or any Note shall remain unpaid, any Letter of Credit
shall be outstanding or any Lender shall have any Commitment hereunder, the U.S. Borrower agrees with the Administrative Agent to each of the following, unless the Required Lenders shall otherwise consent in writing: 

(a) Financial Statements. The U.S. Borrower shall furnish to the Administrative Agent (with sufficient copies for each of the Lenders or
in electronic, readable and duplicable form) each of the following: 
 (i) Quarterly Reports. Within 45 days after the
end of each Fiscal Quarter of each Fiscal Year, other than the fourth Fiscal Quarter of such Fiscal Year, financial information regarding the U.S. Borrower and its Subsidiaries consisting of Consolidated unaudited balance sheets as of the close of
such quarter and the related statements of income and cash flows for such quarter and that portion of the Fiscal Year ending as of the close of such quarter, setting forth in comparative form the figures for the corresponding period in the prior
year, in each case certified by a Responsible Officer of the U.S. Borrower as fairly presenting the Consolidated financial position of the U.S. Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow
for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments). 

(ii) Annual Reports. Within 90 days after the end of each Fiscal Year, financial information regarding the U.S. Borrower
and its Subsidiaries consisting of Consolidated balance sheets of the U.S. Borrower and its Subsidiaries as of the end of 

  
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such year and related statements of income, changes in stockholders’ equity and cash flows of the U.S. Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with
GAAP and certified without qualification as to the scope of the audit by the Borrowers’ Accountants, together with the report of such accounting firm stating that (A) such Financial Statements fairly present the Consolidated financial
position of the U.S. Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with
which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (B) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements
has been made in accordance with generally accepted auditing standards. 
 (iii) Compliance Certificate. Together with
each delivery of any financial statement pursuant to clause (i) or (ii) above, a certificate of a Responsible Officer of the U.S. Borrower (each, a “Compliance Certificate”) (A) showing in reasonable
detail the calculations used in determining the Leverage Ratio and demonstrating compliance with each of the financial covenants contained in Section 6.01 that is tested on a quarterly basis, and (B) stating that no Default or Event
of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action that the U.S. Borrower proposes to take with respect thereto. 

(b) Default Notices. 

(i) As soon as practicable, and in any event within five Business Days after a Responsible Officer of any Borrower has actual
knowledge of the existence of any Default, Event of Default or other event having had a Material Adverse Effect or having any reasonable likelihood of causing or resulting in a Material Adverse Change, the U.S. Borrower shall give the Administrative
Agent notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day; and 

(ii) As soon as practicable, and in any event within five Business Days after a Responsible Officer of any of the U.S. Borrower
or any of its Material Subsidiaries has actual knowledge of the existence of any default under any Indebtedness of the U.S. Borrower or any such Subsidiary which is outstanding in a principal amount of at least $50,000,000 in the aggregate (but
excluding Indebtedness evidenced by the Notes), the U.S. Borrower shall give the Administrative Agent notice specifying the nature of such default, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly
confirmed in writing on the next Business Day. 
 (c) Litigation. Promptly after the commencement thereof, the U.S. Borrower shall
give the Administrative Agent written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, affecting the U.S. Borrower or any of its Material Subsidiaries that
(i) seeks injunctive or similar relief that, if granted, would reasonably be expected to have a Material Adverse Effect or (ii) in the reasonable judgment of the U.S. Borrower or such Material Subsidiary, exposes the U.S. Borrower or such
Material Subsidiary to liability that, if adversely determined, would reasonably be expected to have a Material Adverse Effect. 

  
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 (d) SEC Filings; Press Releases. Promptly after the sending or filing thereof, the
U.S. Borrower shall send the Administrative Agent copies, electronic or otherwise, of (i) all reports that the U.S. Borrower sends to its security holders generally, (ii) all reports and registration statements that the U.S. Borrower or
any of its Material Subsidiaries files with the SEC or any national or foreign securities exchange or the National Association of Securities Dealers, Inc., (iii) all financial and other material press releases and (iv) all other statements
concerning material changes or developments in the business of any Borrower made available by any Borrower to the public or any other creditor. 

(e) ERISA Matters. The U.S. Borrower shall furnish the Administrative Agent (with sufficient copies for each of the Lenders or in
electronic, readable and duplicable form) each of the following: 
 (i) promptly and in any event within 30 days after
the U.S. Borrower or any ERISA Affiliate knows or should reasonably know that any ERISA Event has occurred, a statement of a principal financial officer of the U.S. Borrower describing such ERISA Event and the action, if any, which the U.S. Borrower
or such ERISA Affiliate proposes to take with respect thereto; 
 (ii) promptly and in any event within 10 Business Days
after receipt thereof by the U.S. Borrower or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan where such action would have a Material Adverse
Effect; 
 (iii) promptly and in any event within 20 Business Days after receipt thereof by the U.S. Borrower or any ERISA
Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the U.S. Borrower or any ERISA Affiliate (1) that it has incurred a Withdrawal Liability to a Multiemployer Plan, (2) of the reorganization or
termination, within the meaning of Title IV of ERISA, of any Multiemployer Plan or (3) the amount of liability incurred, or which may be incurred, by the U.S. Borrower or any ERISA Affiliate in connection with any event described in
clause (1) or (2) above. 
 (f) Other Information. The U.S. Borrower shall provide the Administrative Agent
and each requesting Lender with such other information respecting the business, properties, condition, financial or otherwise, or operations of the U.S. Borrower or any of its Subsidiaries as the Administrative Agent or such Lender through the
Administrative Agent may from time to time reasonably request. 
 SECTION 6.03 Affirmative Covenants. So long as any obligations
under this Agreement or any Note shall remain unpaid, any Letter of Credit shall be outstanding or any Lender shall have any Commitment hereunder, the U.S. Borrower agrees with the Administrative Agent to each of the following, unless the Required
Lenders shall otherwise consent in writing: 
 (a) Preservation of Corporate Existence, Etc. The U.S. Borrower shall, and shall cause
each of its Material Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Section 6.04(b). 

  
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 (b) Compliance with Laws, Etc. The U.S. Borrower shall, and shall cause each of its
Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, including ERISA and Environmental Laws, except where the failure so to comply would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect. 
 (c) Conduct of Business. The U.S. Borrower shall, and shall cause each of its Subsidiaries to,
(a) conduct its business in the ordinary course consistent with past practice and (b) use its reasonable efforts, in the ordinary course and consistent with past practice, to preserve its business and the goodwill and business of the
customers, advertisers, suppliers and others having business relations with the U.S. Borrower or any of its Subsidiaries, except in each case where the failure to comply with the covenants in each of clauses (a) and (b) above
would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (d) Payment of Taxes, Etc. The U.S.
Borrower shall, and shall cause each of its Material Subsidiaries to, pay and discharge before the same shall become delinquent, all U.S. federal taxes and all other material and lawful governmental claims, taxes, assessments, charges and levies,
except where contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of the U.S. Borrower or the appropriate Subsidiary in conformity with GAAP or locally applicable accounting principles.

 (e) Maintenance of Insurance. The U.S. Borrower shall maintain for itself, and cause to be maintained for each of its Material
Subsidiaries, insurance with responsible and reputable insurance companies or associations in such amounts (subject to customary retentions and deductibles) and covering such risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which the U.S. Borrower or such Subsidiary operates. 
 (f) Access. The U.S.
Borrower shall from time to time permit the Administrative Agent and the Lenders, or any agents or representatives thereof, within two Business Days after written notification of the same (except that during the continuance of an Event of Default,
no such notice shall be required) to (i) examine and make copies of and abstracts from the records and books of account of the U.S. Borrower and each of its Material Subsidiaries, (ii) visit the properties of the U.S. Borrower and each of
its Material Subsidiaries, (iii) discuss the affairs, finances and accounts of the U.S. Borrower and each of its Material Subsidiaries with any of their respective officers or directors and (iv) communicate directly with any of its
certified public accountants (including the Borrowers’ Accountants). The U.S. Borrower shall authorize its certified public accountants (including the Borrowers’ Accountants) to disclose to the Administrative Agent or any Lender any and
all financial statements and other information of any kind, as the Administrative Agent or any Lender reasonably requests from the U.S. Borrower and that such accountants may have with respect to the business, financial condition, results of
operations or other affairs of the U.S. Borrower or any of its Material Subsidiaries; provided that any such disclosures shall be considered Confidential Information governed by Section 9.11 hereof. 

(g) Keeping of Books. The U.S. Borrower shall, and shall cause each of its Material Subsidiaries to, keep proper books of record and
account, in which full and correct entries shall be made in conformity with GAAP of all financial transactions and the assets and business of the U.S. Borrower and each such Material Subsidiary. 

  
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 (h) Maintenance of Properties, Etc. The U.S. Borrower shall, and shall cause each of
its Material Subsidiaries to, maintain and preserve (a) in good working order and condition all of its properties necessary in the conduct of its business, (b) all rights, permits, licenses, approvals and privileges (including all Permits)
used or useful or necessary in the conduct of its business and (c) all registered patents, trademarks, trade names, copyrights and service marks with respect to its business, except where failure to so maintain and preserve the items set forth
in clauses (a), (b) and (c) above would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(i) Application of Proceeds. The entire amount of the Letters of Credit or the proceeds of the Loans shall be used by the Borrowers
(i) to pay any related transaction costs, fees and expenses and (ii) for general corporate purposes. 
 (j) Environmental.
The U.S. Borrower shall, and shall cause all of its Material Subsidiaries to, comply in all material respects with Environmental Laws and, without limiting the foregoing, the U.S. Borrower shall, at its sole cost and expense, upon receipt of any
notification or otherwise obtaining knowledge of any Release or other event that has any reasonable likelihood of the U.S. Borrower and its Material Subsidiaries incurring material Environmental Liabilities and Costs, (a) conduct or pay for
consultants to conduct, such tests or assessments of environmental conditions at such operations or properties as the U.S. Borrower deems appropriate under the circumstances and (b) take such Remedial Action and undertake such investigation or
other action as required by Environmental Laws or as any Governmental Authority requires or as is appropriate and consistent with good business practice to address the Release or event and otherwise ensure compliance with Environmental Laws. 

(k) Sanctions, etc. Each Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by such
Borrower, its Subsidiaries and their respective directors, officers, employees, brokers and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and regulations and executive orders administered by OFAC or other similar economic sanctions
administered or enforced by the European Union, Her Majesty’s Treasury of the United Kingdom or the United Nations Security Council to the extent applicable to such Person. 

SECTION 6.04 Negative Covenants. So long as any obligations under this Agreement or any Note shall remain unpaid, any Letter of Credit
shall be outstanding or any Lender shall have any Commitment hereunder, the U.S. Borrower agrees with the Administrative Agent to each of the following, unless the Required Lenders shall otherwise consent in writing: 

(a) Liens, Etc. The U.S. Borrower shall not, and shall not permit any of its Material Subsidiaries to, create or suffer to exist, any
Lien upon or with respect to any of their respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, except for the following: 

(i) Liens existing on the date of this Agreement and disclosed on Schedule 6.04(a) (Existing Liens); 

(ii) Customary Permitted Liens of the U.S. Borrower and the U.S. Borrower’s Material Subsidiaries; 

  
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 (iii) purchase money Liens granted by the U.S. Borrower or any Material
Subsidiary of the U.S. Borrower (including Liens arising pursuant to Capital Leases and purchase money mortgages or security interests securing Indebtedness representing or financing the purchase price of equipment (or improvements to existing
equipment) acquired by the U.S. Borrower or any Material Subsidiary of the U.S. Borrower) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; 

(iv) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by
clause (i) or (iii) above or this clause (iv) without any change in the assets subject to such Lien; 

(v) Liens in favor of lessors securing operating leases permitted hereunder; 

(vi) Liens on any tangible or intangible asset or property of a Foreign Subsidiary securing the Foreign Credit Lines of such
Foreign Subsidiary or a refinancing thereof; 
 (vii) Liens created in connection with a Receivables Transaction;
provided, however, that the aggregate outstanding amount of all Indebtedness secured by such Liens created pursuant to this paragraph (vii) does not exceed $500,000,000; and 

(viii) Liens that are not otherwise permitted by the foregoing clauses of this Section 6.04(a) securing obligations
or other liabilities of any Subsidiary; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not exceed $100,000,000 at any time. 

(b) Restriction on Fundamental Changes. The U.S. Borrower shall not, and shall not permit any of its Material Subsidiaries to: 

(i) merge or consolidate with, or 

(ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions) all or
substantially all of the property (whether now owned or hereafter acquired) of the U.S. Borrower and its Subsidiaries, taken as a whole, to, or 

(iii) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions, and whether by
or pursuant to merger, consolidation or any other arrangement), any property (whether now owned or hereafter acquired) essential to the conduct of the business of the U.S. Borrower and its Subsidiaries, taken as a whole, to, 

any Person; provided, however, that so long as no Default shall have occurred and then be continuing or would result therefrom,
any Person may merge or consolidate with (A) any Borrower, so long as such Borrower is the surviving entity and (B) any Material Subsidiary; provided, further, that in the case of clauses (A) and (B), such merger or
consolidation is not otherwise prohibited by this Agreement. Subject to the foregoing, and except to the extent otherwise prohibited by this Agreement, the U.S. Borrower may, directly or indirectly, sell all or


  
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a portion of the capital stock or other equity interests of any Subsidiary (including by way of a merger or consolidation) for fair market value, as determined in good faith by the U.S.
Borrower’s board of directors; provided, however, that if such Subsidiary is also a Euro Borrower or Swing Loan Borrower, such Subsidiary ceases to be a Euro Borrower or Swing Loan Borrower, as applicable, immediately prior to
such sale and all Obligations of such Subsidiary in its capacity as a Euro Borrower or Swing Loan Borrower, as applicable are paid in full prior to the date of such sale. 

(c) Change in Nature of Business. The U.S. Borrower shall not, and shall not permit any of its Subsidiaries to, make any material
change in the nature or conduct of FMC’s Business, whether in connection with a transaction permitted by Section 6.04(b) or otherwise. 

(d) Modification of Constituent Documents. The U.S. Borrower shall not, nor shall it permit any of its Subsidiaries to, change its
capital structure (including in the terms of its outstanding Stock) or otherwise amend its Constituent Documents, except for changes and amendments that would not reasonably be expected to have a Material Adverse Effect. 

(e) Accounting Changes; Fiscal Year. The U.S. Borrower shall not change its (a) accounting treatment and reporting practices or
tax reporting treatment, except as required or permitted by GAAP, or (b) Fiscal Year. 
 (f) Margin Regulations. The U.S.
Borrower shall not, and shall not permit any of its Material Subsidiaries to, use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve
Board) in contravention of Regulation U of the Federal Reserve Board. 
 (g) No Speculative Transactions. The U.S. Borrower
shall not, and shall not permit any of its Subsidiaries to, enter into any Hedging Contract solely for speculative purposes or other than for the purpose of hedging risks associated with the businesses of the U.S. Borrower and its Material
Subsidiaries, as done in the ordinary course of such businesses. 
 (h) Compliance with ERISA. The U.S. Borrower shall not cause or
permit to occur, and shall not permit any of its ERISA Affiliates to cause or permit to occur, (a) an event that could result in the imposition of a Lien under Section 412 of the Code or Section 302 or 4068 of ERISA or (b) ERISA
Events that would have a Material Adverse Effect in the aggregate. 
 (i) Sanctions, etc. No Borrower will request any Borrowing or
Letter of Credit, and no Borrower shall use (and such Borrower shall procure that its Subsidiaries and its or their respective directors, officers, employees, brokers and agents shall not use) the proceeds of any Borrowing or Letter of Credit
(A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (B) for the
purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent in violation of any applicable Requirement of Law, or (C) in any other manner
that would result in the violation by any Person of any regulations or executive orders administered by OFAC or other similar economic sanctions administered or enforced by the European Union, Her Majesty’s Treasury of the United Kingdom or the
United Nations Security Council. 

  
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 ARTICLE VII 

EVENTS OF DEFAULT 
 SECTION 7.01
Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing: 
 (a)
(i) Any Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when the same becomes due and payable; or (ii) any Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other
payment under any Loan Document, for a period of three Business Days after the same becomes due and payable; or 
 (b) Any representation or
warranty made or deemed made by any Borrower herein or by any Borrower (or any of its officers) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or 

(c) The U.S. Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 6.01,
Section 6.02(a) or (b), Section 6.03(a) or (i) or Section 6.04, or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the
failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the U.S. Borrower by the Administrative Agent or the Required Lenders; or 

(d) (i) The U.S. Borrower or any of its Material Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness
which is outstanding in a principal amount of at least $50,000,000 in the aggregate (but excluding Indebtedness evidenced by the Notes) of the U.S. Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (ii) any such
Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof and the U.S. Borrower or such Subsidiary
shall have failed to make such payment or effect such repurchase, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or (iii) any other event shall
occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness, provided that any
required notice of such event or condition shall have been given or any applicable grace period shall have expired; provided, however, that if there is acceleration of any Indebtedness which is included under this
clause (d) solely because of a Guarantee by the U.S. Borrower or one of its Material Subsidiaries, an Event of Default will not exist under this clause (d) so long as the U.S. Borrower or such Material Subsidiary, as the case
may be, fully performs its obligations in a timely manner under such Guarantee upon demand therefor by the beneficiary thereof; or 
 (e)
The U.S. Borrower or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or
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be instituted by or against the U.S. Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for
a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the U.S. Borrower or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or 

(f) One or more judgments or orders for the payment of money in excess of $50,000,000 in the aggregate and not covered by insurance shall be
rendered against the U.S. Borrower or any of its Material Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or 
 (g)
Any ERISA Event shall have occurred and the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, would reasonably be expected to have a Material Adverse Effect; or 

(h) The U.S. Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan which would reasonably be expected to have a Material Adverse Effect; 
 (i) The U.S. Borrower or any
ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and such reorganization or termination would
reasonably be expected to have a Material Adverse Effect; 
 (j) The Guaranty set forth in Article X hereof shall cease to be valid
and binding on, or enforceable against, the U.S. Borrower or the U.S. Borrower shall so state in writing; or 
 (k) there shall occur any
Change of Control; 
 then, and in any such event, the Administrative Agent (i) shall at the request, or may with the express consent, of the Required
Lenders, by notice to the U.S. Borrower, declare the obligation of each Lender to make Loans and of the Issuing Banks to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the express consent, of the Required Lenders, by notice to the U.S. Borrower, declare the Loans and other Obligations to be forthwith due and payable, whereupon the Loans and other Obligations shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower; provided, however, that upon the occurrence of any Event of Default specified in
Section 7.01(e), (A) the obligation of each Lender to make Loans and of each Issuing Bank to issue Letters of Credit shall automatically be terminated and (B) the Loans and other Obligations shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower. 

  
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 SECTION 7.02 Actions in Respect of the Letters of Credit Upon Event of Default; L/C Cash
Collateral Account; Investing of Amounts in the L/C Cash Collateral Account; Release. 
 (a) Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 7.01 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of
Section 7.01, the Administrative Agent may, and at the request of the Required Lenders shall, irrespective of whether it is taking any of the actions described in Section 7.01 or otherwise, make demand upon the U.S. Borrower
to, and forthwith upon such demand the U.S. Borrower will, pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Collateral
Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding in the Currency of such Letters of Credit; provided, however, that upon the occurrence of any Event of Default specified in
Section 7.01(e), such payments by the U.S. Borrower pursuant to this Section 7.02(a) shall automatically be required to be made. If at any time the Administrative Agent determines that any funds held in the L/C Cash
Collateral Account are subject to any equal or prior right or claim of any Person other than any Agent and the Lenders pursuant to this Agreement or that the total amount of such funds is less than the aggregate Available Amount of all Letters of
Credit, the U.S. Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of (1) such
aggregate Available Amount over (2) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Administrative Agent determines to be free and clear of any such equal or prior right and claim. 

(b) The U.S. Borrower hereby authorizes the Administrative Agent to open at any time upon the occurrence and during the continuance of an
Event of Default a non-interest bearing account with the Administrative Agent at its address designated in Section 9.02 in the name of the U.S. Borrower but in connection with which the
Administrative Agent shall be the sole entitlement holder or customer (the “L/C Cash Collateral Account”), and hereby pledges and assigns and grants to the Administrative Agent on behalf of the Lenders a security interest
in the following collateral (the “L/C Cash Collateral Account Collateral”): 
 (i) the L/C Cash Collateral
Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the investment of funds held therein, 

(ii) all L/C Cash Collateral Account Investments from time to time, and all certificates and instruments, if any, from time to
time representing or evidencing the L/C Cash Collateral Account Investments, 
 (iii) all notes, certificates of deposit,
deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of the U.S. Borrower in substitution for or in addition to any or all of the then existing L/C Cash
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 (iv) all interest, dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Cash Collateral Account Collateral, and 

(v) all proceeds of any and all of the foregoing L/C Cash Collateral Account Collateral. 

(c) If requested by the U.S. Borrower, the Administrative Agent will, subject to the provisions of clause (e) below, from time to
time (i) invest amounts on deposit in the L/C Cash Collateral Account in such notes, certificates of deposit and other debt instruments as the U.S. Borrower may select and the Administrative Agent may approve and (ii) invest interest paid
on the notes, certificates of deposit and other instruments referred to in clause (i) above, and reinvest other proceeds of any such notes, certificates of deposit and other instruments which may mature or be sold, in each case in such
notes, certificates of deposit and other debt instruments as the U.S. Borrower may select and the Administrative Agent may approve (the notes, certificates of deposit and other instruments referred to in clauses (i) and
(ii) above being collectively “L/C Cash Collateral Account Investments”). Interest and proceeds that are not invested or reinvested in L/C Cash Collateral Account Investments as provided above shall be deposited and held
in the L/C Cash Collateral Account. 
 (d) Upon such time as (i) the aggregate Available Amount of all Letters of Credit is reduced to
zero and such Letters of Credit are expired or terminated by their terms and all amounts payable in respect thereof, including but not limited to principal, interest, commissions, fees and expenses, have been paid in full in cash, and (ii) no
Event of Default has occurred and is continuing under this Agreement, the Administrative Agent will pay and release to the U.S. Borrower or at its order (a) accrued interest due and payable on the L/C Cash Collateral Account Investments and in
the L/C Cash Collateral Account, and (b) the balance remaining in the L/C Cash Collateral Account after the application, if any, by the Administrative Agent of funds in the L/C Cash Collateral Account to the payment of amounts described in
clause (i) of this subsection (d). 
 (e) (i) The Administrative Agent may, without notice to the U.S. Borrower or
any other Person except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the L/C Cash Collateral Account against the obligations of the Borrowers
in respect of Letters of Credit (collectively, the “L/C Cash Collateral Account Obligations”) or any part thereof. The Administrative Agent agrees to notify the U.S. Borrower promptly after any such set-off and application, provided that the failure of the Administrative Agent to give such notice shall not affect the validity of such set-off and application. 

(ii) The Administrative Agent may also exercise in respect of the L/C Cash Collateral Account Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (the “UCC”) (whether
or not the UCC applies to the affected L/C Cash Collateral Account Collateral), and may also, without notice except as specified below, sell the L/C Cash Collateral Account Collateral or any part thereof in one or more parcels at public or private
sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Borrower agrees that, to the extent notice
of sale shall be 

  
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required by law, at least ten days’ notice to the U.S. Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable
notification. The Administrative Agent shall not be obligated to make any sale of L/C Cash Collateral Account Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 

(iii) Any cash held by the Administrative Agent as L/C Cash Collateral Account Collateral and all cash proceeds received
by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the L/C Cash Collateral Account Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent
as collateral for, and/or then or at any time thereafter be applied in whole or in part by the Administrative Agent against, all or any part of the L/C Cash Collateral Account Obligations in such order as the Administrative Agent shall elect. Any
surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full of all the L/C Cash Collateral Account Obligations shall be paid over to the U.S. Borrower or to whomsoever may be lawfully entitled to
receive such surplus. 
 (f) Upon the permanent reduction from time to time of the aggregate Available Amount of all Letters of Credit in
accordance with the terms thereof, the Administrative Agent shall release to the U.S. Borrower amounts from the L/C Cash Collateral Account in an amount equal to each such permanent reduction; provided that the Administrative Agent shall not
be obligated to reduce the funds or other L/C Cash Collateral Account Collateral then held in the L/C Cash Collateral Account below that level that the Administrative Agent reasonably determines is required to be maintained after taking into
consideration any rights or claims of any Persons other than the Administrative Agent and the Lenders. 
 (g) In furtherance of the grant of
the pledge and security interest pursuant to this Section 7.02, the U.S. Borrower hereby agrees with each Lender and the Administrative Agent that the U.S. Borrower shall give, execute, deliver, file and/or record any financing
statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or
to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such pledge and security interests. 

ARTICLE VIII 
 THE ADMINISTRATIVE
AGENT 
 SECTION 8.01 Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided
for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided that the


  
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Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The
Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. 

SECTION 8.02 Reliance, Etc. 

(a) None of the Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee
of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.07; (ii) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any
Borrower or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. 
 (b) The Arrangers, as such, the
Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document
or any matter related thereto. 
 SECTION 8.03 The Agents and their Affiliates as Lenders. With respect to its respective Commitment
as a Lender, the Loans made by it as a Lender, the Letters of Credit issued by it as an Issuing Bank and the Notes issued to it as a Lender, each of the Agents party to this Agreement as Lender and/or Issuing Bank shall have the same rights and
powers under this Agreement as any other Lender in its capacity as a Lender and/or any other Issuing Bank in its capacity as Issuing Bank and may exercise the same as though it were not an Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include each Agent in its individual capacity as a Lender and/or an Issuing Bank. Each Agent, in its individual capacity as a Lender and/or an Issuing Bank, and its affiliates
may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, any Borrower, any of its Subsidiaries and any Person who may do business with or own securities of any Borrower or any
such Subsidiary, all as if the such Agent were not an Agent under this Agreement and without any duty to account therefor to the Lenders. 

SECTION 8.04 Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any
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financial statements referred to in Section 5.03 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement. 
 SECTION 8.05 Indemnification. The Lenders severally agree to
indemnify the Administrative Agent, each Issuing Bank and the Swing Loan Lender (in each case to the extent the U.S. Borrower fails to pay the same pursuant to Section 9.04(b) or otherwise), ratably according to their respective pro
rata share, from and against any and all claims, damages, losses, liabilities and expenses of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Person in any way relating to or arising out of this
Agreement or any action taken or omitted by such Person under this Agreement in its respective capacity as an agent hereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent, such Issuing Bank or the Swing Loan Lender, as applicable. Without limitation of the foregoing, each Lender
agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees but excluding normal
administrative expenses expressly excluded under Section 9.04(a)) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the U.S. Borrower as required under
Section 9.04(a). 
 SECTION 8.06 Successor Administrative Agent. The Administrative Agent may resign at any time by
giving written notice thereof to the Lenders and the U.S. Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor
Administrative Agent with the consent of the U.S. Borrower, which consent shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within
30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders appoint a
successor Administrative Agent, which shall be an Eligible Assignee and a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the
provisions of this Article VIII (The Administrative Agent) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. 

  
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 SECTION 8.07 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Arrangers, the Co-Documentation Agents or the Syndication Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as a Lender hereunder. 
 ARTICLE IX 

MISCELLANEOUS 
 SECTION 9.01
Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all
the Lenders, do any of the following: (a) waive any of the conditions specified in Section 4.01 or 4.02, (b) reduce any fees or other amounts payable hereunder, (c) postpone any date fixed for any payment of any
fees or other amounts payable hereunder, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which shall be required for the Lenders or any of them to take any action
hereunder, (e) release the Guaranty set forth in Article X (Guaranty) or (f) amend this Section 9.01 or any other Section of this Agreement, the effect of which amendment is to alter the pro rata sharing of
payments or pro rata funding required thereby; and provided further that (1) no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent, and any Issuing Bank or the Swing Loan Lender, as
the case may be, under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Administrative Agent, such Issuing Bank or the Swing Loan Lender, as the case may be, in addition to the Lenders required
above to take such action, (2) subject to the provisions of Sections 2.06 and 2.15, no amendment, waiver or consent shall reduce the principal of, or interest on, the Revolving Loans or Notes or postpone any date fixed for
any payment of principal of, or interest on, the Revolving Loans or Notes, unless in each case signed by all of the Lenders, (3) no amendment, waiver or consent shall reduce the principal of, or interest on, the Swing Loans or postpone any date
fixed for any payment of principal of, or interest on, the Swing Loans, unless in each case signed by all of the affected Swing Loan Lenders, (4) no amendment, waiver or consent shall reduce the principal of, or interest on, the Letter of
Credit Loans or postpone any date fixed for any payment of principal of, or interest on, the Letter of Credit Loans, unless in each case signed by each affected Lender, (5) subject to the provisions of Sections 2.06 and 2.15,
no amendment, waiver or consent shall extend the Termination Date of the Commitment or increase the Commitment of any Lender or subject any Lender to any additional obligations, unless signed by such Lender and (6) no amendment, waiver or
consent shall be made to Section 2.04, unless signed by each Lender affected by such amendment, waiver or consent. 
 Anything
herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Defaulting Lender will not be entitled to vote in respect of amendments and waivers hereunder and
the Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment or waiver
(and the definition of “Required  

  
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Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase or extend the term
of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount
of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender. 

SECTION 9.02 Notices, Etc. 

(a) All notices and other communications provided for hereunder shall be in writing (including telecopy communication) and mailed,
telegraphed, telecopied, telexed, cabled or delivered as follows: 
 (i) if to the U.S. Borrower: 

FMC Corporation 
 1735 Market
Street 
 Philadelphia, PA 19103, 

Attention: Thomas C. Deas, Jr., Vice President and Treasurer 

Fax Number: (215) 299-6557 

E-Mail Address: fmc_treasurer@fmc.com 

with a copy to: 

Morgan, Lewis & Bockius LLP 

1701 Market Street 
 Philadelphia,
Pennsylvania 19103 
 Attention: Howard L. Meyers 

Fax Number: (215) 963-5001 

E-Mail Address: hmeyers@morganlewis.com 

(ii) if to the Administrative Agent: 

Citibank, N.A. 
 1615 Brett Road,
OPS 3 
 New Castle, DE 19720 

Attention: Bank Loan Syndications Department 

Fax Number: (212) 994-0961 

E-Mail Address: GLAgentOfficeOps@citi.com 

E-Mail Address: oploanswebadmin@citi.com (for materials required to 

be delivered pursuant to Section 6.02(a)) 

with a copy to: 

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 
 New York, New
York 10153-0119 
 Attention: Danek Freeman 

  
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 Fax Number: (212) 310-8007 

E-Mail Address: danek.freeman@weil.com 

(iii) if to a Lender, to it at its address (or email or telecopy number) set forth in the applicable administrative
questionnaire or in the applicable Acceptance. 
 Any party may subsequently change its notice address by a written notice to the other
parties as herein provided. All such notices and communications shall, (a) when mailed, be effective three Business Days after the same is deposited in the mails, (b) when mailed for next day delivery by a reputable freight company or
reputable overnight courier service, be effective one Business Day thereafter, and (c) when sent by telegraph, telecopy, telex or cable, be effective when the same is telegraphed, telecopied and receipt thereof is confirmed by telephone or
return telecopy, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II (Amounts and Terms of Loans), III
(Making the Loans and Issuing the Letters of Credit) or VIII (The Administrative Agent) shall not be effective until received by the Administrative Agent. 

(b) Electronic Communications. 

(i) Delivery of Communications by the U.S. Borrower. The U.S. Borrower (on behalf of itself and on behalf of each
Borrower) agrees that, unless otherwise requested by the Administrative Agent, it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this
Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) relates
to a request for a new, or a Conversion of an existing, Borrowing (including any election of an interest rate or Interest Period relating thereto), (B) relates to the payment of any principal or other amount due under this Agreement prior to
the scheduled date therefor, (C) provides notice of any Default or Event of Default under this Agreement, (D) is required to be delivered to satisfy any condition precedent in Article IV (Conditions to Lending) relating
to the effectiveness of this Agreement and/or any Borrowing or (E) initiates or responds to legal process (all such non-excluded information being referred to herein collectively as the
“Communications”), by transmitting the Communications in an electronic/soft medium (provided such Communications contain any required signatures) in a format acceptable to the Administrative Agent to the email address specified in
Section 9.02(a) above or such other e-mail address designated by the Administrative Agent from time to time. 

(ii) Use of Web Platforms. Each party hereto agrees that the Administrative Agent may make the Communications available
to the Lenders by posting the Communications on DebtDomain, IntraLinks or another similar website, if any, to which each Lender and the Administrative Agent have access (the “Platform”). Nothing in this Section 9.02
shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified in this Agreement. 

(iii) E-mail Notification to Lenders. Each Lender agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to


  
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the Platform shall constitute effective delivery of such Communications to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent in writing
(including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender to which the foregoing notice may be sent by
electronic transmission, and (ii) that the foregoing notice may be sent to such e-mail address. 

(iv) Presumption as to Delivery of E-Mail. Each party agrees that any electronic
communication referred to in this Section 9.02 shall be deemed delivered upon the posting of a record of such communication as “received” in the e-mail system of the recipient;
provided that if such communication is not so received during normal business hours, such communication shall be deemed delivered at the opening of business on the next Business Day. 

(v) Waiver of Responsibility. Each party acknowledges that (A) the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (B) the Communications and the Platform are provided “as is” and “as available,”
(C) none of the Administrative Agent, its affiliates nor any of their respective officers, directors, employees, agents, advisors or representatives (collectively, the “Citigroup Parties”) warrants the adequacy, accuracy or
completeness of the Communications or the Platform, and each Citigroup Party expressly disclaims liability for errors or omissions in any Communications or the Platform, and (D) no warranty of any kind, express, implied or statutory, including,
without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Citigroup Party in
connection with any Communications or the Platform. 
 (vi) Limitation on use of Platform. Notwithstanding the
foregoing, if the U.S. Borrower has any reason to believe that either the confidentiality of the Platform, the confidentiality of electronic transmissions to the Administrative Agent, or the integrity of Communications posted on the Platform has,
may have or may in the future be compromised, then the U.S. Borrower may upon notice to the Administrative Agent delivered in any manner permitted under this Agreement, either (1) suspend its obligation hereunder to transmit Communications to
the Administrative Agent by electronic/soft medium, (2) instruct the Administrative Agent not to transmit to the Platform any as yet un-posted Communications, and/or (3) instruct the Administrative Agent to take commercially reasonable
steps to remove any currently posted Communications from the Platform. In the event that the use of the Platform should be suspended due to any of the circumstances described in this paragraph, the U.S. Borrower agrees to deliver the
Communications to each Lender via e-mail. The Lenders agree that the delivery of the Communications via e-mail shall be deemed effective upon the posting of a record of such electronic transmission as “sent” in the e-mail
system of the U.S. Borrower. The Administrative Agent agrees to immediately inform the U.S. Borrower of any security issue or Communications integrity issue that comes to its attention and relates to the Platform or the Administrative
Agent’s receipt of electronic Communications. 
 SECTION 9.03 No Waiver; Remedies. No failure on the part of any Lender the
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Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law. 
 SECTION 9.04 Costs and Expenses. 

(a) The U.S. Borrower agrees to pay, whether or not any of the transactions contemplated hereby are consummated, on demand (x) all
reasonable costs and expenses in connection with the preparation (excluding normal travel and related expenses incurred by the personnel of the Administrative Agent), execution, delivery, administration (excluding those which are customarily borne
by the Administrative Agent), modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, and (y) the reasonable fees and expenses of counsel to the Administrative Agent and with respect to
advising the Administrative Agent as to its rights and responsibilities under this Agreement. The U.S. Borrower further agrees to pay on demand all reasonable expenses of the Lenders (including, without limitation, reasonable counsel (including,
without duplication, internal counsel) fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including,
without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 9.04(a). 

(b) Each Borrower agrees to indemnify and hold harmless the Administrative Agent, each Lender and each of their Affiliates and their officers,
directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, penalties, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified Party in its agent or lending capacity under, or otherwise in connection with, the Loan Documents, in each case arising out of or in connection with or by reason of, or
in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with the Loan Documents, the proposed or actual use of the proceeds therefrom or any of the other
transactions contemplated thereby, whether or not such investigation, litigation or proceeding is brought by a Borrower, its shareholders or creditors or an Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto
and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Each Borrower also agrees not to assert any claim against the Administrative Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to any of the Loan Documents or any of the transactions
contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans; provided that such waiver of consequential, indirect, special or punitive damages shall not limit the indemnification obligations of the Borrowers
under this Section 9.04(b). Each of the Lenders and the Administrative Agent agrees not to assert any claim against the U.S. Borrower, its Affiliates or any of their directors, officers, employees, attorneys and agents, on any theory of
liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to any of the Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the
Loans or the Letters of Credit. 

  
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 (c) If (i) any payment of principal of any Eurocurrency Rate Loan is made other than on
the last day of the Interest Period for such Loan, as a result of a payment pursuant to Section 2.15(c) or 3.05 or acceleration of the maturity of the Loans pursuant to Section 7.01 or for any other reason, or
(ii) the U.S. Borrower gives notice of a Loan conversion pursuant to Section 2.09(c), then the U.S. Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent
for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. 

(d) Without prejudice to the survival of any other agreement of the U.S. Borrower or the Lenders hereunder, the agreements and obligations of
the U.S. Borrower contained in Sections 2.12, 3.05 and 9.04, and the agreements and obligations of each Lender under Section 9.11, shall survive the payment in full of principal, interest and all other amounts
payable hereunder and under the Notes. 
 SECTION 9.05 Rights of Set-off; Payments Set Aside. 

(a) Upon the occurrence and during the continuance of any Event of Default each Lender and each Affiliate of a Lender is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or
its Affiliates to or for the credit or the account of the U.S. Borrower against any and all of its obligations under the Loan Documents, of a Euro Borrower against any and all of such Euro Borrower’s obligations under the Loan Documents or of a
Swing Loan Borrower against any and all of such Swing Loan Borrower’s obligations under the Loan Documents, in each case, now or hereafter existing whether or not such Lender shall have made any demand under this Agreement or any other Loan
Document and even though such Obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.16(a)(iii) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. Each Lender agrees promptly to notify the U.S. Borrower after any such set-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section 9.05 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have. 

(b) To the extent that the U.S. Borrower makes a payment or payments to the Administrative Agent or the Lenders or any such Person exercise
their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver
or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff
had not occurred. 

  
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 SECTION 9.06 Binding Effect. This Agreement shall become effective when it shall have
been executed by the U.S. Borrower, the Administrative Agent and each Lender and thereafter shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent and each Lender and their respective successors and assigns, except
that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of each Lender. 

SECTION 9.07 Assignments and Participations. 

(a) Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided, however, that: 

(i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this
Agreement (other than any Swing Loans), 
 (ii) the amount of the Commitments and/or Loans of the assigning Lender being
assigned pursuant to each such assignment other than an assignment to another Lender (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral
multiple of $1,000,000 in excess thereof, 
 (iii) each such assignment shall be to an Eligible Assignee, and (unless such
assignment shall be to a Lender, an Affiliate of such Lender, a Subsidiary of the assigning Lender, or to the bank holding company or a Subsidiary of the bank holding company of which the assigning Lender is a Subsidiary) the U.S. Borrower, the
Administrative Agent, the Issuing Banks and the Swing Loan Lender shall have consented to such assignment (which consents shall not be unreasonably withheld or delayed); provided, that no consent of the U.S. Borrower shall be required if an
Event of Default under Section 7.01(a) or (e) has occurred and is continuing, 
 (iv) the parties to
each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation
fee of $3,500 paid by either the assigning Lender or the assignee; provided that the Administrative Agent may, in its sole discretion, elect to waive such recordation fee in the case of any such assignment, and 

(v) unless the U.S. Borrower and the Administrative Agent otherwise agree, the Termination Date of the assignee under each such
assignment shall be deemed to be the then Final Termination Date. 
 Upon such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall relinquish its rights and be released from its obligations under this Agreement, to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance. 

  
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 Notwithstanding anything to the contrary contained herein except for the conditions set for
in clause (iv) of this Section 9.07(a), any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the U.S. Borrower, the option to provide to a Borrower all or any part of a Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated
to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall
survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in
this Section 9.07 except for the conditions set forth in clause (iii) of this Section 9.07(a), any SPC may (i) with notice to, but without the prior written consent of, the U.S. Borrower and the
Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any Eligible Assignee (consented to by the U.S. Borrower and the Administrative Agent) providing
liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper
dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This paragraph may not be amended without the written consent of the SPC. 

(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto;
(ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement
or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 5.03 and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender
or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee


  
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confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by it as a Lender. 
 (c) Each New Lender shall submit a New
Commitment Acceptance in accordance with the provisions of Section 2.06(b). Upon the execution, delivery, acceptance and recording of a New Commitment Acceptance, from and after the Increase Date related thereto such New Lender shall be
a party hereto and have the rights and obligations of a Lender hereunder having the Commitment specified therein (or such lesser Commitment as shall be allocated to such New Lender in accordance with Section 2.06(b)(vi) or
2.15(d)). By executing and delivering a New Commitment Acceptance, the New Lender thereunder confirms to and agrees with the other parties hereto as follows: (i) such New Lender hereby agrees that no Lender has made any representation or
warranty, or assumes any responsibility with respect to, (x) any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other instrument or document furnished pursuant hereto or (y) the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument
or document furnished pursuant hereto; (ii) such New Lender confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 5.03 and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into such New Commitment Acceptance; (iii) such New Lender will, independently and without reliance upon any Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such New Lender confirms that it is an Eligible Assignee; (v) such
New Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto; and (vi) such New Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 

(d) The Administrative Agent shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance
and each New Commitment Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal and interest amounts of the Loans owing to, each Lender from time
to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and each Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded
in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the U.S. Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative
Agent shall provide the U.S. Borrower with a copy of the Register upon reasonable request. 
 (e)(i) Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Revolving Loan Note or Notes subject to such assignment, the Administrative Agent shall, if such


  
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Assignment and Acceptance has been completed and is in substantially the form of Exhibit C-1 hereto, (1) accept such Assignment and Acceptance, (2) record the information
contained therein in the Register and (3) give prompt notice thereof to the U.S. Borrower. Within five Business Days after its receipt of such notice, the relevant Borrower, at its own expense, shall execute and deliver to the Administrative
Agent in exchange for the surrendered Revolving Loan Note or Notes a new Revolving Loan Note to the order of such Eligible Assignee in an amount equal to the Commitments and/or Loans assumed by it pursuant to such Assignment and Acceptance and a new
Revolving Loan Note to the order of the assigning Lender in an amount equal to the Commitments and/or Loans retained by it hereunder. Such new Revolving Loan Notes shall be in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Revolving Loan Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A-l hereto. Such
surrendered Revolving Loan Note or Notes shall be marked “canceled” and shall be returned promptly to the U.S. Borrower. 

(ii) Upon its receipt of a New Commitment Acceptance executed by a New Lender representing that it is an Eligible Assignee, the
Administrative Agent shall, if such New Commitment Acceptance has been completed and is in substantially the form of Exhibit C-3 hereto, (1) accept such New Commitment Acceptance, (2) record the information contained therein in
the Register and (3) give prompt notice thereof to the U.S. Borrower. Within five Business Days after its receipt of such notice, the relevant Borrower, at its own expense, shall execute and deliver to the Administrative Agent a new
Revolving Loan Note to the order of such New Lender in an amount equal to the Commitments assumed by it pursuant to such New Commitment Acceptance. Such new Revolving Loan Note shall be dated the relevant Increase Date and shall otherwise be in
substantially the form of Exhibit A-l hereto. 
 (f) Each Lender may sell participations
to one or more banks or other entities in or to a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided,
however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitments hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (v) except in the case of a participation involving a Lender and one of its Affiliates (and this exception shall apply
only so long as the participant remains an Affiliate of such Lender), the parties to each such participation shall execute a participation agreement in substantially the form of the Participation Agreement, and (vi) no participant under any
such participation shall have any right to approve any amendment to or waiver of any provision of any Loan Document, or any consent to any departure by any Borrower therefrom, except to the extent that such amendment, waiver or consent would alter
the principal of, or interest on, the Loan or Loans in which such participant is participating or any fees or other amounts payable to the Lenders hereunder, or postpone any date fixed for any payment of principal of, or interest on, the Loans or
any fees or other amounts payable hereunder. Each Lender shall provide the U.S. Borrower with a list of entities party to all Participation Agreements with such Lender upon request. Notwithstanding anything in this paragraph to the contrary, any
bank that is a member of the Farm Credit System that (a) has purchased a participation of at least $10,000,000 on or after 

  
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the Effective Date, (b) is, by written notice to the U.S. Borrower and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as
being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”) and (c) receives the prior written consent of
the U.S. Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar-for-dollar basis, as if such participant were a
Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state
the full name, as well as all contact information required of an assignee as set forth in Exhibit C-1 hereto and (ii) state the dollar amount of the participation purchased. The U.S. Borrower and the Administrative Agent shall be entitled to
conclusively rely on information contained in notices delivered pursuant to this paragraph. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the U.S. Borrower, maintain a register on which it
enters the name and address of each participant and the principal and interest amounts of each participant’s interest in the Loans or other obligations hereunder (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Loan or other obligation hereunder) except to the
extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103–1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
and binding for all purposes, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(g) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this
Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information, including Confidential Information, relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers;
provided that, prior to any such disclosure of Confidential Information, the assignee or participant or proposed assignee or participant shall be informed of the confidential nature of such Confidential Information and shall agree to
(i) preserve the confidentiality of any Confidential Information relating to the Borrowers received by it from such Lender and (ii) be bound by the provisions of Section 9.11. 

(h) Notwithstanding any other provision in this Section 9.07, no Lender may assign its interest to an Eligible Assignee if, as of
the effective date of such assignment, such assignment would increase the amount of Taxes, Other Taxes or increased costs payable under Section 2.12 or 3.05, respectively. 

(i) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time and without the consent of the Administrative
Agent or any Borrower create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Notes held by it) in favor of any Federal Reserve Bank in accordance with
Regulation A of the Board of Governors of the Federal Reserve System or any other central banking authority. 

  
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 SECTION 9.08 No Liability of the Issuing Banks. Each Borrower assumes all risks of the
acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of their respective officers or directors shall be liable or responsible for: (a) the
use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by any Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents
to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that each Borrower shall have a claim against an
Issuing Bank, and such Issuing Bank shall be liable to such Borrower, to the extent of any direct, but not consequential, damages suffered by such Borrower that were caused by (i) such Issuing Bank’s willful misconduct or gross negligence
in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of
a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, each Issuing Bank acting in good faith may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to the contrary. 
 SECTION 9.09
Governing Law. THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY TO THIS AGREEMENT, THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 

SECTION 9.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement. 
 SECTION 9.11 Confidentiality. Each of the
Administrative Agent and the Lenders agrees to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Confidential Information and instructed to keep such Confidential Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as
the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement


  
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containing provisions substantially the same as those of this Section 9.11, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or
similar transaction under which payments are to be made by reference to the U.S. Borrower and its obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization,
(g) with the consent of the U.S. Borrower, (h) any credit insurance provider or (i) to the extent such Confidential Information (x) becomes publicly available other than as a result of a breach of this Section 9.11 or
(y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the U.S. Borrower. 

For purposes of this Section 9.11, “Confidential Information” means all information received from the U.S. Borrower or any of its
Subsidiaries or any of their respective certified public accountants (including the Borrowers’ Accountants) relating to the U.S. Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the U.S. Borrower or any of its Subsidiaries, provided that, in the case of information received from the U.S. Borrower or any of its
Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section 9.11 shall be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such Person would accord to its own confidential information. 

SECTION 9.12 Submission to Jurisdiction; Service of Process. 

(a) Any legal action or proceeding brought by any Borrower or any of its respective Affiliates with respect to this Agreement or any other
Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, borough of Manhattan, or of the United States of America for the Southern District of New York. By execution and delivery of this
Agreement, each Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the
laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. 

(b) Each Borrower hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action
or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the
U.S. Borrower at its address specified in Section 9.02. Each Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. 
 (c) Nothing contained in this Section 9.12 shall affect the right of the Administrative Agent
or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrowers in any other jurisdiction. 

  
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 SECTION 9.13 WAIVER OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE AGENT, EACH
ISSUING BANK AND EACH OF THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS,
THE LETTERS OF CREDIT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. 

SECTION 9.14 Judgment Currency. This is an international loan transaction in which the specification of Dollars or an Alternate
Currency, as the case may be (the “Specified Currency”), any payment in New York City or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the Specified
Currency shall be the currency of account in all events relating to Loans denominated in the Specified Currency. The payment obligations of the Borrowers under this Agreement and the Notes shall not be discharged by an amount paid in another
currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of
the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second
Currency”), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next
preceding that on which such judgment is rendered. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder (an “Entitled Person”) shall, notwithstanding the rate of
exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder or under the Notes in the Second Currency such Entitled
Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and each Borrower hereby, as a separate obligation and
notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand in the Specified Currency, any difference between the sum originally due to such Entitled Person in the Specified Currency
and the amount of the Specified Currency so purchased and transferred. 
 SECTION 9.15 European Monetary Union. 

(a) Payments by the Administrative Agent Generally. With respect to the payment of any amount denominated in Euro, the Administrative
Agent shall not be liable to any of the Borrowers, the Swing Loan Lender or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid
by the Administrative Agent if the Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in Euro) to the
account of any Borrower, the Swing Loan Lender or any Lender in the Principal Financial Center in the Participating Member State which such Borrower, the Swing Loan Lender or such Lender, as the case may be, shall have specified for such purpose.
For the purposes of this paragraph, “all relevant steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent may
from time to time determine for the purpose of clearing or settling payments in Euro. 

  
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 (b) Other Consequential Changes. Without prejudice to the respective liabilities of
the Borrowers to the Lenders and the Swing Loan Lender and the Lenders and the Swing Loan Lender to the Borrowers under or pursuant to this Agreement, except as expressly provided in this Section 9.15, each provision of this Agreement
shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time reasonably specify to be necessary or appropriate to reflect the introduction of or changeover to Euros in Participating Member States.

 SECTION 9.16 USA PATRIOT Act. Each Lender subject to the Patriot Act hereby notifies each Borrower that, pursuant to
Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, including the
name and address of such Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Patriot Act. 

SECTION 9.17 Continued Effectiveness. Notwithstanding anything to the contrary contained herein, this Agreement is not intended to and
shall not serve to affect a novation of the obligations under the Existing Credit Agreement, as continued hereunder. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Credit Agreement.
The Existing Credit Agreement and all agreements, instruments and documents executed or delivered in connection with the Existing Credit Agreement shall each be deemed to be amended as of the Effective Date to the extent necessary to give effect to
the provisions of this Agreement. 
 SECTION 9.18 Entire Agreement. This Agreement, the other Loan Documents, and any separate letter
agreements with respect to fees payable to the Administrative Agent or any Issuing Bank, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. 
 SECTION 9.19 No Fiduciary Duty. Each Agent, each Lender, each Issuing Bank, each
Swing Loan Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of any Borrowers, its stockholders and/or its Affiliates. Each
Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and any Borrower, its stockholders or its
Affiliates, on the other. Each Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Borrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Borrower, its
stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or
will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as
the agent or fiduciary of any Borrower, its management, 

  
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stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is
responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to such Borrower, in connection with such transaction or the process leading thereto. 
 ARTICLE X 

GUARANTY 
 SECTION 10.01
Guaranty. 
 (a) To induce the Lenders to make the Loans to the Euro Borrowers and the Swing Loan Borrowers, as the case may be, and
the Issuing Banks to Issue Letters of Credit for the account of the Euro Borrowers, the U.S. Borrower hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due,
whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of the principal of and interest on the Loans made by each Lender to, and the Notes held by each
Lender of, each Euro Borrower or Swing Loan Borrower and all other amounts from time to time owing (including without limitation with respect to any Letters of Credit) to the Lenders or the Administrative Agent by any Euro Borrower or any Swing Loan
Borrower under this Agreement pursuant hereto, to its Euro Borrower Designation or its Swing Loan Borrower Designation, as applicable, and under the Notes, in each case strictly in accordance with the terms hereof or thereof (such obligations being
herein collectively called, the “Guarantied Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of
limitations, and whether enforceable or unenforceable as against any Euro Borrower or Swing Loan Borrower, now or hereafter existing, or due or to become due, including principal, interest (including interest at the contract rate applicable upon
default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This guaranty constitutes a guaranty of payment and
not of collection. 
 (b) The U.S. Borrower further agrees that, (i) if any payment made by any of the Euro Borrowers or any other
person and applied to the Guarantied Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) if any payment is made by
any Lender or any other holder of Guarantied Obligations (the “Guarantied Parties”) to any Euro Borrower, its estate, trustee, receiver or any other party, including the U.S. Borrower, under any bankruptcy law, state or federal law,
common law or equitable cause, then, in each case, to the extent of such payment or repayment, the U.S. Borrower’s liability under this Section 10.01 shall be and remain in full force and effect, as fully as if such payment had
never been made or, if prior thereto this guaranty set forth in this Section 10.01 shall have been cancelled or surrendered, the guaranty set forth in this Section 10.01 shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the U.S. Borrower in respect of the amount of such payment. 

  
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 SECTION 10.02 Authorization; Other Agreements. The Guarantied Parties are hereby
authorized, without notice to or demand upon the U.S. Borrower, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of the U.S. Borrower hereunder (which shall remain absolute and
unconditional notwithstanding any such action or omission to act), from time to time, to: 
 (a) supplement, renew, extend, accelerate or
otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including,
without limitation, this Agreement and the other Loan Documents) now or hereafter executed by any Euro Borrower and delivered to the Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate
of interest thereon; 
 (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied
Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied Obligations (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by any Euro Borrower and delivered
to the Guarantied Parties or any of them; 
 (c) accept partial payments on the Guarantied Obligations; 

(d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange,
enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; 

(e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or
otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; 

(f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and
otherwise deal with any Euro Borrower or any other guarantor, maker or endorser; 
 (g) apply to the Guarantied Obligations any and all
payments or recoveries from any Euro Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are
secured or unsecured or guaranteed or not guaranteed by others; and 
 (h) refund at any time any payment received by any Guarantied Party
in respect of any of the Guarantied Obligations, and payment to such Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or
surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the U.S. Borrower hereunder in respect of the amount so refunded; even if any right of reimbursement or subrogation or other right or remedy of the U.S.
Borrower is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the
Guarantied Obligations which impairs any subrogation, reimbursement or other right of the U.S. Borrower). 

  
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 SECTION 10.03 Guaranty Absolute and Unconditional. The U.S. Borrower hereby waives any
defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Article X (Guaranty) are absolute and unconditional
and shall not be discharged or otherwise affected as a result of: 
 (a) the invalidity or unenforceability of any of any Euro
Borrower’s obligations under this Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Guarantied Obligations or any part of them, or the lack of
perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations or any part of them; 
 (b)
the absence of any attempt to collect the Guarantied Obligations or any part of them from any Euro Borrower or other action to enforce the same; 

(c) any Guarantied Parties’ election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of
Section 1111(b)(2) of the Bankruptcy Code; 
 (d) any borrowing or grant of a Lien by any Euro Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; 

(e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Administrative Agent’s or Lender’s
claim (or claims) for repayment of the Guarantied Obligations; 
 (f) any use of cash collateral under Section 363 of
the Bankruptcy Code; 
 (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

 (h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason; 

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or
against any Euro Borrower, the U.S. Borrower or any of any Euro Borrower’s other Subsidiaries, including without limitation, any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any part of them or
interest thereon) in or as a result of any such proceeding; 
 (j) failure by any Guarantied Party to file or enforce a claim against
any Euro Borrower or its estate in any bankruptcy or insolvency case or proceeding; 
 (k) any action taken by any Guarantied Party that is
authorized hereby; or 

  
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 (l) any other circumstance which might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Guarantied Obligations. 

SECTION 10.04 Waivers. The U.S. Borrower hereby waives diligence, promptness, presentment, demand for payment or performance and
protest and notice of protest, notice of acceptance and any other notice in respect of the Guarantied Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Euro Borrower. The U.S. Borrower shall
not, until the Guarantied Obligations are irrevocably paid in full and the Commitments have been terminated, assert any claim or counterclaim it may have against any Euro Borrower or set off any of its obligations to any Euro Borrower
against any obligations of any Euro Borrower to it. In connection with the foregoing, the U.S. Borrower covenants that its obligations hereunder shall not be discharged, except by complete performance. 

SECTION 10.05 Reliance. The U.S. Borrower hereby assumes responsibility for keeping itself informed of the financial condition of the
Euro Borrowers and any and all endorsers and/or other guarantors of all or any part of the Guarantied Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guarantied Obligations, or any part thereof, that diligent
inquiry would reveal, and the U.S. Borrower hereby agrees that no Guarantied Party shall have any duty to advise it of information known to it regarding such condition or any such circumstances. In the event any Guarantied Party, in its sole
discretion, undertakes at any time or from time to time to provide any such information to the U.S. Borrower, such Guarantied Party shall be under no obligation (i) to undertake any investigation not a part of its regular business routine,
(ii) to disclose any information which such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information
or any other information to any Guarantied Party. 
 SECTION 10.06 Waiver of Subrogation and Contribution Rights. Until the
Guarantied Obligations have been irrevocably paid in full and the Commitments have been terminated, the U.S. Borrower shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties or any part of them
against any Euro Borrower or any right of reimbursement or contribution or similar right against any Euro Borrower by reason of this Agreement or by any payment made by the U.S. Borrower in respect of the obligations under this Agreement or the
Notes. 
 SECTION 10.07 Subordination. The U.S. Borrower hereby agrees that upon the occurrence of any Event of Default described
in Section 7.01(e), any Indebtedness of any Euro Borrower now or hereafter owing to it, whether heretofore, now or hereafter created (the “Guaranty Subordinated Debt”), is hereby subordinated to all of the obligations
under this Agreement and the Notes, and that, except as expressly permitted by this agreement, the Guaranty Subordinated Debt shall not be paid in whole or in part until such obligations have been paid in full and this Guaranty is terminated
and of no further force or effect. The U.S. Borrower shall not accept any payment of or on account of any Guaranty Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of
Default described in Section 7.01(e), each Euro Borrower shall pay to the Administrative Agent any payment of all or any part of the Guaranty Subordinated Debt and any amount so paid to the Administrative Agent shall be applied to
payment of the obligations under this Agreement and the Notes as provided herein. Each payment on the Guaranty Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by the U.S.


  
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Borrower as trustee for the Administrative Agent and the Lenders and shall be paid over to the Administrative Agent immediately on account of the Guarantied Obligations, but without otherwise
affecting in any manner the U.S. Borrower’s liability under this Article X (Guaranty). The U.S. Borrower agrees to file all claims against the Euro Borrowers in any bankruptcy or other proceeding in which the filing of claims
is required by law in respect of any Guaranty Subordinated Debt, and the Administrative Agent shall be entitled to all of U.S. Borrower’s rights thereunder. If for any reason the U.S. Borrower fails to file such claim at least ten Business Days
prior to the last date on which such claim should be filed, the U.S. Borrower hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in the U.S.
Borrower’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in
administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, the
U.S. Borrower hereby assigns to the Administrative Agent all of the U.S. Borrower’s rights to any payments or distributions to which the U.S. Borrower otherwise would be entitled. If the amount so paid is greater than the U.S. Borrower’s
liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. 
 SECTION 10.08 Default;
Remedies. The obligations of the U.S. Borrower hereunder are independent of and separate from the Guarantied Obligations. Upon any Event of Default, the Administrative Agent may, at its sole election, proceed directly and at once, without
notice, against the U.S. Borrower to collect and recover the full amount or any portion of the Guarantied Obligations then due, without first proceeding against the defaulting Euro Borrower or Euro Borrowers or any other guarantor of the Guarantied
Obligations, or joining the defaulting Euro Borrower or Euro Borrowers or any other guarantor in any proceeding against the U.S. Borrower. At any time after maturity of the Guarantied Obligations, the Administrative Agent may (unless the
Guarantied Obligations have been irrevocably paid in full), without notice to the U.S. Borrower, appropriate and apply toward the payment of the Guarantied Obligations (i) any indebtedness due or to become due from any Guarantied Party to the
U.S. Borrower and (ii) any moneys, credits or other property belonging to the U.S. Borrower at any time held by or coming into the possession of any Guarantied Party or any of its respective Affiliates. 

SECTION 10.09 Irrevocability. This Guaranty set forth in this Article X (Guaranty) shall be irrevocable as to any and all
of the Guarantied Obligations until the Commitments have been terminated and all monetary Guarantied Obligations then outstanding have been irrevocably repaid in cash. 

SECTION 10.10 Setoff. Upon the occurrence and during the continuance of an Event of Default, each Guarantied Party and each Affiliate
thereof may, without notice to the U.S. Borrower and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of the Guarantied Obligations then due and payable
(i) any indebtedness due or to become due from such Guarantied Party or Affiliate thereof to the U.S. Borrower or any Euro Borrower or Swing Loan Borrower, and (ii) any moneys, credits or other property belonging to the U.S. Borrower or
any Euro Borrower or Swing Loan Borrower, at any time held by or coming into the possession of such Guarantied Party or Affiliate thereof (other than trust accounts). 

SECTION 10.11 No Marshaling. The U.S. Borrower consents and agrees that no Guarantied Party or Person acting for or on behalf thereof
shall be under any obligation to marshal any assets in favor of the U.S. Borrower or against or in payment of any or all of the Guarantied Obligations. 

  
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 SECTION 10.12 Enforcement; Amendments; Waivers. No delay on the part of any Guarantied
Party in the exercise of any right or remedy arising under this Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the
Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. Failure by any Guarantied Party at any time or times hereafter to
require strict performance by the U.S. Borrower, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any
time or times hereafter executed by such Persons and delivered to any Guarantied Party shall not waive, affect or diminish any right of such person at any time or times hereafter to demand strict performance thereof and such right shall not be
deemed to have been waived by any act or knowledge of any Guarantied Party, or its Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to such Euro Borrower or the U.S. Borrower, as applicable, specifying
such waiver, and is signed by the party or parties necessary to give such waiver under this Agreement. No waiver of any Event of Default shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and
no action by any Guarantied Party permitted hereunder shall in any way affect or impair any its rights and remedies or the obligations of the U.S. Borrower under this Article X (Guaranty). Any determination by a court of competent
jurisdiction of the amount of any principal and/or interest owing by any Euro Borrower to any Guarantied Party shall be conclusive and binding on the U.S. Borrower irrespective of whether the U.S. Borrower was a party to the suit or action in which
such determination was made. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, 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 FORET, S.A.
		
	By:	 	 /s/ Thomas C. Deas, Jr.

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



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	SURETY INTERNATIONAL LTD.
		
	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
		 		 	Attorney-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 PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	CITIBANK, N.A.,
	 as Administrative Agent, Lender, Issuing Bank

and Swing Loan Lender

		
	By:  	 	 /s/ Michael Vondriska

		 	Name:	 	Michael Vondriska
		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	BANK OF AMERICA, N.A.,
	 as Syndication Agent, Lender, Issuing Bank and

Swing Loan Lender

		
	By:  	 	 /s/ Darren Bielawski

		 	Name:  	 	Darren Bielawski
		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	BNP Paribas, as a Lender
		
	By:  	 	 /s/ Christopher Sked

		 	Name:  	 	Christopher Sked
		 	Title:	 	Managing Director
	
	BNP Paribas, as a Lender
		
	By:	 	 /s/ Ade Adedeji

		 	Name:	 	Ade Adedeji
		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	DNB Capital LLC,
	as a Lender
		
	By:  	 	 /s/ Philip F. Kurpiewski

		 	Name:  	 	Philip F. Kurpiewski
		 	Title:	 	Senior Vice President
		
	By:	 	 /s/ Bjorn E. Hammerstad

		 	Name:	 	Bjorn E. Hammerstad
		 	Title:	 	Senior Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	David A. Mandell
		 	Title:	 	Managing Director



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	James A. Knight
		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	James D. Weinstein
		 	Title:	 	Managing Director



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	Mustafa Khan
		 	Title:	 	Director



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	Michael E. Temnick
		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	Hal Nelson
		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	Craig Welch
		 	Title:	 	Senior Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	 Australia and New Zealand Banking Group

Limited, as a Lender

		
	By:  	 	 /s/ Robert Grillo

		 	Name:  	 	Robert Grillo
		 	Title:	 	Director



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	BANK OF CHINA, NEW YORK BRANCH,
	as a Lender
		
	By:  	 	 /s/ Shihui Wang

		 	Name:  	 	Shihui Wang
		 	Title:	 	Executive Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	Citizens Bank of Pennsylvania,
	as a Lender
		
	By:  	 	 /s/ David W. Dinella

		 	Name:  	 	David W. Dinella
		 	Title:	 	Senior Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	LLOYDS BANK PLC,
	as a Lender
		
	By:  	 	 /s/ Stephen Giacolone

		 	Name:  	 	Stephen Giacolone
		 	Title:	 	Assistant Vice President – G011
		
	By:	 	 /s/ Joel Slomko

		 	Name:	 	Joel Slomko
		 	Title:	 	Assistant Vice President – S088



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	THE BANK OF NEW YORK MELLON,
	as a Lender
		
	By:  	 	 /s/ William F. Feathers

		 	Name:  	 	William F. Feathers
		 	Title:	 	Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	Joseph Gricco
		 	Title:	 	Assistant Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








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

		 	Name:  	 	Sheila Bermejo
		 	Title:	 	Vice President
		
	By:	 	 /s/ Thomas R. Lalli

		 	Name:	 	Thomas R. Lalli
		 	Title:	 	Managing Director



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 
					
	 BRANCH BANKING AND TRUST
 COMPANY,
as a Lender

		
	By:  	 	 /s/ Glenn A. Page

		 	Name:  	 	Glenn A. Page
		 	Title:	 	Senior Vice President



  

[SIGNATURE PAGE TO A&R FMC CREDIT AGREEMENT] 








 Schedule I 

Commitments 

Revolving Commitments 
  

					
	 Lender
	  	Commitment	 
	 Citibank, N.A.
	  	$	145,000,000	  
		
	 Bank of America, N.A.
	  	$	145,000,000	  
		
	 BNP Paribas
	  	$	105,000,000	  
		
	 DNB Capital LLC
	  	$	105,000,000	  
		
	 HSBC Bank USA, National Association
	  	$	105,000,000	  
		
	 JPMorgan Chase Bank, N.A.
	  	$	105,000,000	  
		
	 Sumitomo Mitsui Banking Corporation
	  	$	105,000,000	  
		
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	105,000,000	  
		
	 U.S. Bank National Association
	  	$	105,000,000	  
		
	 CoBank, ACB
	  	$	77,500,000	  
		
	 TD Bank, N.A.
	  	$	77,500,000	  
		
	 Australia and New Zealand Banking Group Limited
	  	$	40,000,000	  
		
	 Bank of China, New York Branch
	  	$	40,000,000	  
		
	 Citizens Bank of Pennsylvania
	  	$	40,000,000	  
		
	 Lloyds Bank plc
	  	$	40,000,000	  
		
	 The Bank of New York Mellon
	  	$	40,000,000	  
		
	 Wells Fargo Bank, N.A.
	  	$	40,000,000	  
		
	 KBC Bank N.V., New York Branch
	  	$	40,000,000	  
		
	 Branch Banking and Trust Company
	  	$	40,000,000	  
		  	  
	  
	 
	 Total
	  	$	1,500,000,000	  
		  	  
	  
	 








 Letter of Credit Commitment 

 

					
	 Lender
	  	Letter of Credit Commitment	 
	 Citibank, N.A.
	  	$	150,000,000	  
		
	 Bank of America, N.A.
	  	$	150,000,000	  
		  	  
	  
	 
	 Total
	  	$	300,000,000	  
		  	  
	  
	 

 Swing Loan Commitment 
  

					
	 Lender
	  	Swing Loan Commitment	 
	 Citibank, N.A.
	  	$	25,000,000	  
		
	 Bank of America, N.A.
	  	$	25,000,000	  
		  	  
	  
	 
	 Total
	  	$	50,000,000	  
		  	  
	  
	 








 Schedule II 

Material Subsidiaries 
 Epax Norway
AS 
 Epax UK Holding III AS 
 FMC Agricultural Products
International AG 
 FMC BioPolymer AS 
 FMC Chemical
International AG 
 FMC Chemicals Netherlands BV 
 FMC
Corporation United Kingdom Limited 
 FMC de Mexico S.A. de C.V. 

FMC Foret, S.A. 
 FMC Manufacturing Limited 

FMC Norway Holdings AS 
 FMC Quimica do Brasil Ltda. 

FMC Specialty Alkali Corporation 
 FMC Wyoming Corporation 

Minera del Altiplano S.A. 
 Phytone Limited 







 Schedule 2.04 

Existing Letters of Credit 
  

							
	Beneficiary	  	Issuing Bank	  	Letter of Credit
Amount	 
	 Nat’l Union/Ins of PA/Birmingham (AIG)
	  	Bank of America	  	$	889,250	  
	 BNY Midwest Trust,Trustee (Putnam WV ‘91)
	  	Wells Fargo	  	$	1,808,206	  
	 U.S. EPA, Region 10 (Yakima, WA)
	  	DnB NOR Bank	  	$	10,000	  
	 U.S. EPA, Region 10 (Pocatello-RCRA)
	  	Citibank	  	$	17,729,400	  
	 New York State Dept of Environmental Conservation
	  	Citibank	  	$	6,060,265	  
	 New York State Dept of Environmental Conservation
	  	Citibank	  	$	216,000	  
	 Lumberman’s Mutual Casualty
	  	Citibank	  	$	700,000	  
	 Pacific Gas & Electric Company
	  	Citibank	  	$	72,835	  
	 New York State Dept of Environmental Conservation
	  	Citibank	  	$	1,116,307	  
	 West Virginia Workers’ Compensation Commission
	  	Citibank	  	$	1,044,516	  
	 U.S. EPA, Region 2 (Higgins Disposal)
	  	Citibank	  	$	3,000,000	  
	 National Union Fire Insurance Co.
	  	Citibank	  	$	5,882,173	  
	 AIU Credit
	  	Citibank	  	$	413,063	  
	 National Union Fire Insurance Co.
	  	Citibank	  	$	1,000,000	  
	 Idaho DEQ
	  	Citibank	  	$	725,100	  
	 Florida DEP
	  	Citibank	  	$	800,000	  
	 Maryland DE
	  	Citibank	  	$	427,063	  
	 U.S. EPA, Region 3
	  	Citibank	  	$	107,000	  
	 National Union Fire Insurance Co.
	  	Citibank	  	$	200,000	  
	 National Union Fire Insurance Co.
	  	Citibank	  	$	263,905	  
	 Texas Commission on Environmental Quality
	  	Citibank	  	$	360,000	  
	 New Jersey Department of Environmental Protection
	  	Citibank	  	$	30,000	  
	 New Castle County
	  	Citibank	  	$	6,272	  
	 New Castle County
	  	Citibank	  	$	16,000	  
	 Air Products LLC
	  	Citibank	  	$	750,000	  
	 New Jersey Department of Environmental Protection
	  	Citibank	  	$	167,000	  
	 State of Delaware, Department of Transportation
	  	Citibank	  	$	86,700	  
	 Citibank A.S. (Istanbul)
	  	Citibank	  	$	30,000	  
	 KBC Bank
	  	Citibank	  	$	18,934,500	  
	 BNP Paribas Fortis SA/NV
	  	Citibank	  	$	18,934,500	  
	 Citibank International PLC
	  	Citibank	  	$	7,573,800	  
		  		  	  
	  
	 
	 Total
	  		  	$	89,353,855	  








 Schedule 5.02 

Consents 
 None. 







 Schedule 5.05 

Litigation 
 The legal proceedings
disclosed in (i) Part 1, Item 3 to the U.S. Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, including Note 1 “Principal Accounting Policies and Related Financial Information –
Environmental Obligations,” Note 10 “Environmental Obligations” and Note 19 “Commitments, Guarantees and Contingent Liabilities” in the notes to the U.S. Borrower’s consolidated financial statements included in such
Form 10-K, the content of which were incorporated by reference into such Item 3, and (ii) Part II, Item 1 to the U.S. Borrower’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, including Notes 11
and 18 to the U.S. Borrower’s condensed consolidated financial statements included within such Form 10-Q, the content of which were incorporated by reference into such Item 1, are, in each case, incorporated by reference into this Schedule
5.05. 
 As of the date hereof, there have been no material changes to the disclosures set forth above. 







 Schedule 5.10 

Environmental Matters 

The following real properties owned or operated by the U.S. Borrower or its Material Subsidiaries are required, under the Resource
Conservation and Recovery Act, to maintain a permit for the treatment, storage, or disposal of hazardous waste: 
  

	 	•	 	Baltimore, MD 

  

	 	•	 	Bessemer City, NC 

  

	 	•	 	Kemmerer, WY 








 Schedule 6.04(a) 

Existing Liens 
 Security
Interests and/or Liens Granted in IRB’s 
  

	1.	Statutory mortgage lien on the project funded by the Kanawha County, WV Series 1977 ($16,250,000) Pollution Control Revenue Bonds. 








 EXHIBIT A 

TO 

CREDIT AGREEMENT 

FORM OF REVOLVING LOAN NOTE 

 

					
	Lender: [NAME OF LENDER] 	  		  	New York, New York
	Principal Amount: [$                     ]	  		  	                    ,     

 FOR VALUE RECEIVED, the undersigned, [FMC Corporation, a Delaware corporation] [FMC Finance B.V., a company
organized and existing under the laws of the Netherlands] [FMC Chemicals Netherlands B.V., a company organized and existing under the laws of the Netherlands] [FMC Luxembourg Holdings S.à r.l. (previously named “SHCO 91 S.à
r.l.”) a private limited liability company (société à responsabilité limitée) having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duchy of Luxembourg, with a share capital of
EUR 12,500.-, registered with the Luxembourg Trade and Companies Register under number B 189601] [FMC Luxembourg S.à r.l. (previously named “SHCO 92 S.à r.l.”) a private limited liability company (société
à responsabilité limitée) having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duchy of Luxembourg, with a share capital of EUR 12,500.-, registered with the Luxembourg Trade and Companies
Register under number B 189617] [Surety International Ltd., a company organized and existing under the laws of Bermuda] [FMC Foret S.A., a company organized and existing under the laws of Spain] (the “Borrower”), hereby promises to
pay to the Lender set forth above (the “Lender”) or its registered assigns the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement referred
to below) of the Lender to the Borrower, payable at such times, and in such amounts, as are specified in the Credit Agreement. 
 The
Borrower promises to pay interest on the unpaid principal amount of the Revolving Loans from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. 

Both principal and interest are payable in Dollars to Citibank, N.A., as Administrative Agent, at 1615 Brett Road, OPS 3 New Castle, DE 19720,
in immediately available funds. 
 This Note is one of the Revolving Loan Notes referred to in, and is entitled to the benefits of, the
Amended and Restated Credit Agreement, dated as of October 10, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S.
Borrower, the Euro Borrowers, the Lenders, Issuing Banks and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined
in the Credit Agreement. 
 The Credit Agreement, among other things, (a) provides for the making of Revolving Loans by the Lender to
the Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such Revolving Loans being evidenced by this Note and (b) contains provisions for
acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein
specified. 







 [This Note is entitled to the benefits of the Guaranty.]1 
 Demand, diligence, presentment, protest and notice of non-payment and protest are
hereby waived by the Borrower. 
 This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of
New York. 
 [Signature Page Follows] 

 

	1 	Not applicable if FMC Corporation is the Borrower. 








 IN WITNESS WHEREOF, the Borrower has caused this
Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above. 
  

			
	[NAME OF APPLICABLE BORROWER]
		
	By:  	 	  

		 	 Name:

		 	 Title:










 EXHIBIT B-1 

TO 

CREDIT AGREEMENT 

FORM OF NOTICE OF REVOLVING LOAN
BORROWING 
 CITIBANK, N.A. 

    as Administrative Agent under the 

    Credit Agreement referred to below 
 388
Greenwich Street 

	 New York, New York 10013 
	[Date] 

 Attention: 
 Re:
FMC CORPORATION (the “U.S. Borrower”) 
 Reference is made to the Amended and Restated Credit
Agreement, dated as of October 10, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, the Euro Borrowers,
the Lenders, Issuing Banks and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. 

The undersigned, U.S. Borrower, hereby gives you notice, irrevocably (subject to the terms of Section 2.09(c) and
Section 3.06 of the Credit Agreement), pursuant to Section 3.01 of the Credit Agreement that the undersigned hereby requests a Revolving Loan Borrowing under the Credit Agreement, and in connection therewith sets forth below
the information relating to such Revolving Loan Borrowing (the “Proposed Revolving Loan Borrowing”) as required by Section 3.01(a) of the Credit Agreement: 

(i) The Business Day of the Proposed Revolving Loan Borrowing is
                    , 20    (the “Funding Date”). 

(ii) The Type of Revolving Loans comprising the Proposed Revolving Loan Borrowing is [Base Rate Loans] [Eurocurrency Rate
Loans]. 
 (iii) The [Currency of the Proposed Revolving Loan Borrowing is
            and the]2 aggregate amount of the Proposed Revolving Loan Borrowing is
            . 
 (iv) **[The Interest Period for each Revolving Loan made as part of the Proposed Revolving
Loan Borrowing is             month[s].] 
 (v) The Borrower is
[            ]. 
  

	2 	Insert in case of Eurocurrency Rate Borrowing only. 


	** 	To be used in the case of a Revolving Loan Borrowing comprised of Eurocurrency Rate Loans. 








 The undersigned hereby certifies that the following statements are true on the date hereof and
shall be true on the Funding Date both before and after giving effect to the Proposed Revolving Loan Borrowing and to the application of the proceeds therefrom: 

A. the representations and warranties set forth in Article V of the Credit Agreement (except the Excluded
Representations) and the other Loan Documents are true and correct in all material respects on and as of the Funding Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such date; and 

B. no Default or Event of Default has occurred and is continuing on the Funding Date. 

[Signature Page Follows] 







 
			
	FMC CORPORATION
	 [on behalf of [APPLICABLE EURO BORROWER]]3

		
	By:    	 	  

		 	 Name:

		 	 Title:



  

	3 	If applicable. 








 EXHIBIT B-2 

TO 

CREDIT AGREEMENT 

FORM OF NOTICE OF CONVERSION OR
CONTINUATION 
                 ,
         
 CITIBANK, N.A., 

     as Administrative Agent under the 

     Credit Agreement referred to below 
 388
Greenwich Street 
 New York, New York 10013 
 Attention: 

Re: FMC Corporation (the “U.S. Borrower”) 

Reference is made to the Amended and Restated Credit Agreement, dated as of October 10, 2014 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, the Euro Borrowers, the Lenders, Issuing Banks and other parties party thereto and Citibank, N.A., as
Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. 

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.14 of the Credit Agreement that the undersigned hereby
requests a [conversion] [continuation] on                 ,         of $        in
principal amount of presently outstanding Revolving Loans that are [Base Rate Loans] [Eurocurrency Rate Loans] having an Interest Period ending on                 ,
        [to] [as] [Base Rate][Eurocurrency Rate] Loans. [The Interest Period for such amount requested to be converted to or continued as Eurocurrency Rate Loans is [one] [two] [three] [six]
month[s]].] 
 [SIGNATURE PAGE FOLLOWS] 







 In connection herewith, the undersigned hereby certifies that no Default or Event of Default has
occurred and is continuing on the date hereof. 
  

			
	[NAME OF APPLICABLE BORROWER]
		
	By:    	 	  

		 	 Name:

		 	 Title:










 EXHIBIT C-1 

TO 

CREDIT AGREEMENT 

FORM OF ASSIGNMENT AND ACCEPTANCE 

ASSIGNMENT AND ACCEPTANCE, dated as of
                ,         (this “Assignment and Acceptance”) (between [NAME OF
ASSIGNOR] (the “Assignor”) and [NAME OF ASSIGNEE] (the “Assignee”). 

Reference is made to the Amended and Restated Credit Agreement, dated as of October 10, 2014 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “U.S. Borrower”), the Euro Borrowers, the Lenders, Issuing
Banks and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. 

                    (the
“Assignor”) and                     (the “Assignee”) agree as follows: 

The Assignor and the Assignee hereby agree as follows: 
  

	 	1.	As of the Effective Date (as defined below), the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the Assignor’s rights and obligations
under the Credit Agreement to the extent related to the amounts and percentages specified in Section 1 of Schedule I hereto. 

  

	 	2.	The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and
(ii) it has full power and authority, and has taken all actions necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, (b) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral thereunder, (c) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant thereto and (iv) attaches the Note(s), if any, held by the Assignor and requests that the Administrative Agent exchange such Note(s) for a new Note or Notes in accordance with Section 9.07(e) of the
Credit Agreement. 

  

	 	3.	 The Assignee (a) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (b) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto,
(c) agrees that it will perform in accordance with their terms all of the obligations that, by the terms of the Credit Agreement, are 










	 	
required to be performed by it as a Lender, (d) represents and warrants that it (i) is an Eligible Assignee, (ii) has full power and authority, and has taken all actions necessary,
to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and (iii) is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it
or the Person exercising discretion in making the decision to acquire the Assigned Interest is experienced in acquiring assets of such type, (e) confirms it has received or has been given the opportunity to receive such documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest independently and without reliance upon the Administrative Agent, the Assignor
or any Lender, (f) specifies as its Domestic Lending Office (and address for notices) and Eurocurrency Lending Office the offices set forth beneath its name on the signature pages hereof and (g) if applicable, attaches two properly
completed Forms W-8BEN, W-8BEN-E, W-8ECI or successor or form prescribed by the Internal Revenue Service of the United States, certifying that such Assignee is entitled to receive all payments under the Credit Agreement and the Notes payable to it
without deduction or withholding of any United States federal income taxes. 

  

	 	4.	Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent (together with an assignment fee in the amount of $3,500 payable by the
Assignee to the Administrative Agent if required pursuant to Section 9.07(a)(iv)) for acceptance by the Administrative Agent and the U.S. Borrower and recording by the Administrative Agent. The effective date of this Assignment and
Acceptance shall be the effective date specified in Section 2 of Schedule I hereto (the “Effective Date”). 

  

	 	5.	Upon such acceptance and recording by the Administrative Agent, then, as of the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations under the Credit Agreement of a Lender and, if such Lender were an Issuer, of such Issuer and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights
(except those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those relating to events or circumstances occurring prior to the Effective Date. 


 

	 	6.	Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of the interest assigned hereby
(a) to the Assignee, in the case of amounts accrued with respect to any period on or after the Effective Date, and (b) to the Assignor, in the case of amounts accrued with respect to any period prior to the Effective Date.


  

	 	7.	This Assignment and Acceptance shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York. 


 

	 	8.	This Assignment and Acceptance may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery of an executed counterpart of this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.


 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and
Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. 
  

			
	 [NAME OF ASSIGNOR],

as Assignor

		
	By:  	 	  

		 	Name:
		 	Title:
	
	[NAME OF ASSIGNEE],
		 	as assignee
		
	By:  	 	  

		 	Name:
		 	Title:
	
	 Domestic Lending Office (and address for notices):

	
	[Insert Address (including contact name, fax number and e-mail address)]
	
	 Eurocurrency Lending Office:

	
	[Insert Address (including contact name, fax number and e-mail address)]










			
	ACCEPTED AND AGREED
	as of the first date written above
	  
 CITIBANK, N.A.

as Administrative Agent

		
	By:	 	  

		 	Name:
		 	Title:









			
	[BORROWER]4
		
	By:	 	  

		 	 Name:

		 	 Title:


  

	4 	If required pursuant to Section 9.07 of the Credit Agreement. 









			
	[ISSUING BANK]5
		
	 By:
	 	 
		 	 Name:

		 	 Title:


  

	5 	If required pursuant to Section 9.07 of the Credit Agreement. 









			
	[SWING LINE LENDER]6
		
	 By:
	 	 
		 	 Name:

		 	 Title:


  

	6 	If required pursuant to Section 9.07 of the Credit Agreement. 








 SCHEDULE I 

TO 

ASSIGNMENT AND ACCEPTANCE 

SECTION 1. 
  

			
	Ratable Portion assigned to Assignee:	  	
		
	 Revolving Credit Facility
  
	  	
	 Revolving Credit CUSIP:
	  	        %
		
	Revolving Credit Commitment assigned to Assignee:	  	$                
		
	Aggregate outstanding principal amount of Revolving Loans assigned to Assignee:	  	$                
		
	SECTION 2.	  	
		
	Effective Date:	  	                    ,        








 EXHIBIT A to EXHIBIT C-1 

CONFIDENTIALITY AGREEMENT 

                    ,
     
 FMC Corporation 
 1735 Market
Street 
 Philadelphia, PA 19103 
 Attention: Thomas C. Deas,
Jr., Vice President and Treasurer 
 Ladies and Gentlemen: 

We refer to the Amended and Restated Credit Agreement, dated as of October 10, 2014 (as the same may be amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “U.S. Borrower”), the Euro Borrowers, the Lenders, Issuing Banks and other
parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. 

We are considering entering into an Assignment and Acceptance and, intending to be legally bound, we hereby agree to abide by the terms of
Section 9.11 of the Credit Agreement as if we were a party thereto. 
 This letter shall be governed by and construed in
accordance with the laws of the State of New York. 







 
			
	[NAME OF ASSIGNOR],
	as Assignor
		
	 By:  
	 	  

		 	 Name:

		 	 Title:










 
			
	[NAME OF ASSIGNEE],
		 	as Assignee
		
	 By:  
	 	  

		 	 Name:

		 	 Title:

	
	Domestic Lending Office (and address for notices):
	  
 [Insert Address (including contact name, fax number and
e-mail address)]

	  
 Eurocurrency Lending Office:

	  
 [Insert Address (including contact name, fax number and
e-mail address)]










 EXHIBIT C-2 

FORM OF PARTICIPATION AGREEMENT 

                    ,
     
 [Name of Participant] 
 [Address of
Participant] 
 FMC Corporation (the “U.S. Borrower”) 

Ladies and Gentlemen: 
 We refer to the Amended
and Restated Credit Agreement, dated as of October 10, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower,
the Euro Borrowers, the Lenders, Issuing Banks and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks, a copy of which has been furnished to you, pursuant to which we will, subject to the terms
and conditions thereof, make Loans from time to time in an aggregate amount not to exceed at any time outstanding $            (or the equivalent in an Alternate Currency). Unless otherwise
defined herein, capitalized terms used herein have the meanings set forth in the Credit Agreement, except that as used herein, the term “Loans” shall refer to Loans* made from time to time by us to the Borrowers
pursuant to the Credit Agreement. The Revolving Loans made and to be made by us under the Credit Agreement are evidenced by [a promissory note dated
                    , 2014 (the “Note”)] [promissory notes dated
                    , 2014 (the “Notes”)]. 

We hereby confirm that we are to sell and transfer to you, and that you are to buy and receive from us, an undivided interest and
participation (your “Participation”) to the extent of $            (the “Participation Amount”) of (a) the Revolving Loans made by us which are
outstanding on the date hereof and, in the case of Revolving Loans, a corresponding amount of the Note and (b) each Loan made by us after the date hereof, on the following terms and conditions: 

1. Purchase of Participation. (a) You will, on or before
            A.M. (New York City time) on [specify date], pay to us, at our office at
                    ,             ,
                    (the “Payment Office”), as the purchase price for your Participation in the Loan(s) outstanding on the date
hereof, an amount equal to the Purchased Interest (as defined in Section 1(b) below) of the aggregate principal amount of such Loans in [Currency] and in same day funds [plus accrued interest and fees to the Effective Date]. We will,
promptly upon our receipt of this purchase price from you, send you a participation certificate, in substantially the form of Exhibit A, confirming and evidencing your Participation in the Loan(s) outstanding on the date hereof. 

(b) For purposes of this Agreement, “Purchased Interest” means at any time a fraction, expressed as a percentage, obtained by
dividing (i) the Participation Amount (reduced by payments of principal to which you are entitled pursuant to this Participation Agreement and by the 

 

	*	 Exclude the Loans which are not to be covered by the Participation Agreement.










 
amount of such Participation Amount repurchased pursuant to the final sentence of this Section 1(b)) by (ii) the aggregate principal amount of the Loans which are or may in the future
be held by us at such time. As of the date hereof, the Purchased Interest is     %. You acknowledge that as a result of assignments made by or to us pursuant to Section 9.07 of the Credit Agreement, your Purchased Interest
is subject to change from time to time. Furthermore, you agree that we have the right, but not the obligation, in our sole discretion and at any time (upon two Business Days’ notice to you), to repurchase at par all or any portion of your
Participation Amount then outstanding. 
 (c) We will, promptly upon receipt of notice of a proposed Loan under the Credit Agreement, notify
you of the date and amount and Borrower of such Loan and the amount of your Participation therein, as well as the Currency and Type of Loans and Interest Period selected by the Company and the interest rate basis and rate applicable to your
Participation in such Loan under this Agreement. You will, on or before     A.M. (New York City time) on the date of such Loan, pay to us, at the Payment Office, as the purchase price for your Participation in such Loan, an
amount equal to your Purchased Interest of such Loan in United States dollars and in same day funds. 
 (d) If, for any reason, you fail to
make timely payment to us of your Purchased Interest of any Loan, in addition to other rights and remedies which we may have, we shall be entitled (i) to collect interest from you on your Purchased Interest thereof for the period from the date
when payment was due until payment is made at the Federal Funds Rate for each day during that period, (ii) to withhold or set off, and to apply to the payment of your Purchased Interest thereof and any related interest, any amounts that we
receive in respect of Loans in which you have a Participation, (iii) to withhold from you any right of consent provided to you by Section 6 of this Agreement and (iv) to bring an action or suit against you in a court of competent
jurisdiction to recover your Purchased Interest thereof and any related interest. 
 2. Payments. (a) Whenever we receive a
payment of principal, interest, facility fee or other payment, or whenever we make an application of funds, in connection with the Loans or the Note (including, without limitation, any payment or application from any property or deposit held or
taken in connection with the Loans or the Note, whether as collateral or otherwise), we will promptly pay over to you, in United States dollars (or, if another Currency was received or applied by us in such other Currency) and in the kind of funds
so received or applied by us, an amount equal to your Purchased Interest of such payment or application (net of any sharing thereof with other lenders required under the Credit Agreement), determined as follows: 

(i) in the case of interest on the Base Rate Loans, we will pay over to you your Purchased Interest thereof, calculated for
each Base Rate Loan by applying a rate per annum equal to the sum of the Base Rate for that Base Rate Loan plus     %; 

(ii) in the case of interest on the Eurocurrency Rate Loans, we will pay over to you your Purchased Interest thereof,
calculated for each Eurocurrency Rate Loan by applying the rate of [                    ] [a rate per annum equal to the sum of the Eurocurrency Rate
for that Eurocurrency Rate Loan plus     %], whether or not that rate is the same as the rate applicable to [the Eurocurrency Rate Loans] [that Eurocurrency Rate Loan under the Credit Agreement], accruing for each
Eurocurrency Rate Loan while a Participation in that Loan is held by you; 
 (iii) in the case of fees paid to us pursuant to
Sections 2.05(a) and (b)(i) of the Credit Agreement, we will pay over to you your Purchased Interest thereof, calculated at
                    , accruing from
                    ; and] 







 (iv) in the case of principal, we will pay over to you your Purchased Interest
thereof. 
 Unless specifically referred to in clause (i) through (iv) of this Section 2(a), you shall not be entitled to receive a share of
any other amounts to which we may be entitled under the Credit Agreement or any related document. 
 (b) All computations of interest based
on the Base Rate and of facility fees and letter of credit commission shall be made on the basis of a 365/366-day year, and all other computations of interest shall be made on the basis of a 360-day year, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the applicable period. Any determination made by us as to the allocation of payments received or amounts applied to your Participation in the Loan(s) shall be conclusive and binding
for all purposes, absent manifest error. 
 (c) If, for any reason, we make any payment to you before we have received the corresponding
payment or made the corresponding application (it being understood that we are under no obligation to do so), and we do not receive the corresponding payment or make the corresponding application within five Business Days of our payment to you, you
will, at our request, promptly return that payment to us (together with interest on that payment at the Federal Funds Rate for each day from the making of that payment to you until its return to us). 

(d) If, after we have paid to you your Purchased Interest of any such payment received by us or any such application made by us, such payment
or application is rescinded or must otherwise be returned or must be paid over by us to any other person or entity, whether pursuant to any bankruptcy or insolvency law, Section 2.13 of the Credit Agreement or otherwise, you will, at our
request, promptly pay back to us your Purchased Interest of the payment or application so returned or paid over, together with your Purchased Interest of any interest or other amount required to be paid by us with respect to such payment or
application. 
 3. Responsibilities of Seller. We will administer the Loans and the Note with the same degree of care as is customary
generally for the administration of corporate loans in the New York financial market, provided that we will not be liable for any error of judgment, or for any action taken or omitted to be taken by us, except for our own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, we (a) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by us and shall not be liable for
any action taken or omitted to be taken in good faith by us in accordance with the advice of such counsel, accountants or experts; (b) make no warranty or representation and shall not be responsible for any statements, warranties or
representations (whether written or oral) made in or in connection with the Credit Agreement or any document relating thereto or for the financial condition of any Borrower; (c) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of the Credit Agreement or any document relating thereto on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (d) shall
not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Note or any document relating thereto; and (e) shall incur no liability under or in respect of the
Credit Agreement, the Note or any such document by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us to be genuine and signed or sent by the proper party or
parties. 
 4. Agreements of Purchaser. You acknowledge that you have, independently and without reliance upon us and based on the
financial statements referred to in the Credit Agreement and such other documents and information as you have deemed appropriate, made your own credit analysis 







 
and decision to enter into this Agreement. You also acknowledge that you will, independently and without reliance upon us and based on such documents and information as you shall deem appropriate
at the time, continue to make your own credit decisions in taking or not taking action under this Agreement. 
 5. Agreements of Seller;
Confidentiality. (a) As of the date of your purchase of a Participation in each Loan and the Note hereunder and before giving effect thereto, (i) we will be the legal owner of such Loan and the Note and, to the extent of your
Participation, the beneficial owner of such Loan and the Note, free and clear of any adverse claim, and (ii) we will not have actual knowledge of the existence of any Event of Default. 

(b) We have furnished you with copies of the Credit Agreement and the financial statements and other documents delivered to us in connection
with the Credit Agreement and requested by you. Upon your request, we will furnish to you copies of the publicly available financial statements and other publicly available documents, and (subject to any duty of confidentiality to which we are
subject) such other documents as we shall receive pursuant to the Credit Agreement, but we assume no responsibility with respect to the authenticity, validity, accuracy or completeness thereof. You agree to maintain the confidentiality of any
confidential information included in this documentation and have executed and delivered to us a confidentiality agreement substantially in the form of Exhibit B hereto. 

(c) We will give you prompt notice of the occurrence of any Event of Default under the Credit Agreement of which we shall have actual
knowledge; but no failure to give you any such notice shall result in any liability on our part to you. 
 6. Administration by
Seller. (a) We will carry out our administrative duties to you under this Agreement in accordance with the terms of this Agreement and as otherwise required by applicable law. 

(b) [We shall not, without your prior written consent, agree to the amendment, modification or waiver of any of the terms of the Credit
Agreement, the Note, or any agreement or document relating thereto or any collateral therefor, consent to any action or failure to act by any Borrower or any other party, or exercise any rights we may have in respect thereof, if, in any case, such
amendment, modification, waiver, consent or exercise would (i) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans, or the number of Lenders, which is required for them to take action under the Loan
Agreement, (ii) reduce the principal amount of or rate of interest on the Loans or any fee of which you are entitled to receive a share under this Agreement payable under the Loan Agreement, or (iii) postpone any date fixed for any payment
of principal of or interest on the Loans or any fee of which you are entitled to receive a share under this Agreement payable under the Loan Agreement. If we shall request your written consent to any of the actions described in this paragraph (b),
and shall not receive your consent or a denial thereof in writing within 10 days of the making of such request, you shall be deemed to have given your consent.]7 

(c) Except as otherwise expressly provided in this Section 6, we reserve the right, in our sole discretion, in each instance, without
prior notice to you, to agree to the amendment, modification or waiver of any of the terms of the Credit Agreement, the Note, or any agreement or document relating thereto, to consent to any action or failure to act by any Borrower or any other
party, and to exercise or refrain from exercising any powers or rights which we may have under or in respect of the Credit Agreement, the Note, or any agreement or document relating thereto or any collateral therefor, including, without limitation,
the right to enforce the obligations of any Borrower or any other party. 
  

	7 	For special provisions regarding members of the Farm Credit System as set forth in Section 9.07(f) of the Credit Agreement. 








 7. Reimbursement of Expenses. You will on demand reimburse us to the extent of your
Purchased Interest of the Loans and the Note for any and all reasonable costs, expenses and disbursements which may be incurred or made by us in connection with the Loans or the Note, and any action which may be taken by us to collect or enforce any
obligation of any Borrower in respect of the Loans or the Note, for which we are not reimbursed at any time by or on behalf of any Borrower. We shall be entitled to deduct from any payments to be made to you under this Agreement, and to retain, your
Purchased Interest of any and all reasonable costs, expenses and disbursements which may be incurred or made by us in connection with the Loans or the enforcement of any obligation of any Borrower or any guarantor in respect of the Loans or the
Note. 
 8. Sharing of Payments. If you shall obtain any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Loans and the Note in excess of your Purchased Interest in payments on account of the Loans and the Note obtained by us, you shall forthwith purchase from us such additional Participations in the Loans and
the Note as shall be necessary to cause you to share such excess payment ratably with us, provided, however, that if all or any portion of such excess payment is thereafter recovered from you, such purchase from us shall be rescinded
and we shall repay to you the purchase price to the extent of such recovery (together with interest on that amount at the Federal Funds Rate for each day from the date of payment of such purchase price to us until the return of such purchase price
to you). 
 9. Other Property, Deposits and Indebtedness. If any property is taken by us as collateral for any other loans or
extensions of credit made by us to or for any Borrower or any other party, or any property is in our possession or control, or any deposit is held or other indebtedness is owing by us, and that property, deposit or indebtedness, or the proceeds
thereof, may be or become collateral for or otherwise available for payment in connection with any Loan by reason of the general description of secured obligations contained in any security agreement or other agreement or instrument held by us or by
reason of the right of set-off, counterclaim or otherwise, you shall have no interest in that property, deposit or indebtedness, or the proceeds thereof, except that if that property, deposit or indebtedness, or the proceeds thereof, shall be
applied in reduction of amounts outstanding in connection with any Loan or the Note, then you shall be entitled to your Purchased Interest therein (determined in accordance with Section 2). 

10. [Taxes. (a) With respect to any payment made to or by you hereunder, you agree to pay (or, alternatively, to permit us to pay
on your behalf) any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income and all income and franchise taxes (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). 
 (b) In
addition, you agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement (hereinafter referred to as “Other Taxes”). 
 (c) You will indemnify us for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 10) paid by us and any liability (including penalties, interest or expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date we make written demand therefor. 







 (d) You agree to provide to us, from time to time, completed and signed copies of any forms that
may be required in order to certify your exemption from United States withholding taxes with respect to payments to be made to you under this Agreement.] 

11. Silent Participation; Subparticipation. (a) You shall not, without our prior written consent, notify or contact any Borrower
with respect to any Participation except with respect to delivery to any Borrower of the confidentiality letter agreement pursuant to Section 5(b). Notwithstanding the foregoing, you shall have the right to disclose Participations, and the name
of the Borrower with respect thereto, in any filing, prospectus or other document made available publicly or to your customers or otherwise as required by law. 

(b) You shall not subparticipate, assign or transfer your Participation in the Loans and the Note without our prior written consent and until
the subparticipant or assignee has signed a confidentiality agreement except as provided in this Section 11. You may, upon prior written notice to us, but without our consent, subparticipate all or any part of your Participation in any Loan to,
or for the benefit of, any of your Subsidiaries or Affiliates, provided that (i) your obligations under this Agreement shall remain unchanged and you shall remain solely responsible for the performance of your obligations under this
Agreement, (ii) we shall continue to deal solely and directly with you in connection with your rights and obligations under this Agreement, (iii) the subparticipant or assignee shall sign a confidentiality agreement and (iv) you will
maintain a register with respect to subparticipants and assignees that includes the same information, and has the same conclusive and binding effect, as the Participant Register. 

12. Termination. This Agreement is a continuing agreement and shall remain in full force and effect until
                    ,     , but you shall not at any time be released from any obligations hereunder in respect of any Loans made
on or prior to the Termination Date. 
 13. Notices and Payments. All notices and other communications provided for under this
Agreement shall be in writing (including telecopier, telegram, cable or telex communications), unless otherwise specified, and shall be sent to you at the address set forth above or to us at the address set forth below (or such other address as you
or we may designate in writing). 
 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York. 
 [Signature Page Follows] 







 Please confirm you agreement with the foregoing by executing the enclosed copy hereof and
returning the same to us. 
  

									
		 		 	Very truly yours,
		 		 	[NAME OF SELLER]
					
		 		 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:
	Accepted this     day of                     ,
    	 		 		 	
				
	[NAME OF PARTICIPANT]	 		 		 	
					
	By:	 	  
	 		 		 	
		 	Name:	 		 		 	
		 	Title:	 		 		 	
		 		 		 		 	
	FMC CORPORATION	 		 		 	
	[on behalf of [BORROWER]]8	 		 		 	
					
	By:	 	  
	 		 		 	
		 	Name:	 		 		 	
		 	Title:	 		 		 	

  

	8 	If required by Section 9.07(f) of the Credit Agreement. 








 EXHIBIT A to EXHIBIT C-2 

PARTICIPATION CERTIFICATE 

                    
,     
 [Date of Participation] 

[Name and Address of Participant] 
 FMC
Corporation (the “U.S. Borrower”) 
 Ladies and Gentlemen: 

We hereby confirm that we have sold and transferred to you for your account and risk, upon the terms and conditions of our Participation
Agreement with you, dated                     , 201    , an undivided interest and participation (your
“Participation”) to the extent of     % (your “Purchased Interest”) in and to a Loan of $        made by us on
                    ,     to [specify] (the “Borrower”) pursuant to the Amended and Restated Credit Agreement,
dated as of October 10, 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, the Euro Borrowers, the Lenders,
Issuing Banks and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. 
 We
acknowledge receipt from you of the sum of $        in payment of your Participation in such Loan. 
  

			
	Very truly yours,
	[NAME OF SELLING LENDER]
		
	By	 	 
		 	Title:









 EXHIBIT B to EXHIBIT C-2 

CONFIDENTIALITY AGREEMENT 

                    
,     
 [Date of Participation] 

FMC Corporation 
 1735 Market Street 

Philadelphia, PA 19103 
 Attention: Thomas C. Deas, Jr., Vice
President and Treasurer 
 Ladies and Gentlemen: 

We refer to the Amended and Restated Credit Agreement, dated as of August 10, 2014 (as the same may be amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “U.S. Borrower”), the Euro Borrowers, the Lenders, Issuing Banks and other
parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. 
 We are considering the purchase of
an undivided interest and participation in and to a Loan or Loans pursuant to a Participation Agreement. Intending to be legally bound, we hereby agree to abide by the terms of Section 9.11 of the Credit Agreement as if we were a party thereto.

 This letter shall be governed by and construed in accordance with the laws of the State of New York. 







 
			
	Very truly yours,
	
	[NAME OF PARTICIPANT]
		
	 By:
	 	  

		 	Name:
		 	Title:









 EXHIBIT C-3 

FORM OF NEW COMMITMENT ACCEPTANCE 

Dated                     ,
20     
 FMC CORPORATION (the “U.S. Borrower”) 

CITIBANK, N.A., as Administrative Agent for the Lenders referred to in the Amended and Restated Credit Agreement, dated as of October 10, 2014 (as the
same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, the Euro Borrowers, the Lenders, Issuing Banks and other parties party
thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. 

Ladies and Gentlemen: 
 Unless otherwise
indicated in this New Commitment Acceptance (the “Acceptance”), the capitalized terms used in this Acceptance shall have the meanings given to such terms in the Credit Agreement. 

1. [INSERT NAME OF ACCEPTED LENDER] (the “Accepted Lender”) agrees to become a party to the Credit Agreement and to have the
rights and perform the obligations of a Lender under the Credit Agreement, and to be bound in all respects by the terms of the Credit Agreement. 

2. The Accepted Lender hereby agrees to a Commitment of [INSERT AMOUNT OF PROPOSED NEW COMMITMENT] (the “Proposed New
Commitment”). 
 3. The Accepted Lender (i) agrees that no Lender has made any representation or warranty, or assumes any
responsibility with respect to, (x) any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement
or any other instrument or document furnished pursuant thereto or (y) the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.03 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Acceptance; (iii) agrees that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis and decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto;
(vi) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (vii) specifies as its Domestic Lending Office (and address
for notices) and Eurocurrency Lending Office the offices set forth 







 
beneath its name on the signature page(s) hereof; and (viii) attaches the declarations, certifications and other documents required under Section 2.12(e) of the Credit Agreement as to
the Accepted Lender’s status for purposes of determining exemption from withholding taxes with respect to all payments to be made to the Accepted Lender under the Credit Agreement or to indicate that all such payments are subject to such rates
at a rate reduced by an applicable tax treaty. 
 4. The effective date for this Acceptance shall be the Increase Date related to this
Acceptance (the “Effective Date”); provided that this Acceptance has been fully executed and delivered to the Administrative Agent for acceptance and recording by the Administrative Agent on or prior to such Increase Date.

 5. Upon such execution, delivery, acceptance and recording and as of the Effective Date, the Accepted Lender shall be a party to the
Credit Agreement with a Commitment equal to the Proposed New Commitment and, to the extent provided in this Acceptance, have the rights and obligations of a Lender thereunder. 

6. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit
Agreement in respect of the Proposed New Commitment provided for in this Acceptance (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Accepted Lender. 

7. This Acceptance shall be governed by and construed in accordance with the laws of the State of New York. 

8. This Acceptance may be signed in any number of counterparts, each of which shall be an original, with the same as if the signatures were
upon the same instrument. 
 [SIGNATURES ON FOLLOWING PAGE] 







 
			
	ACCEPTED LENDER
	
	[NAME OF ACCEPTED LENDER]
		
	By:  	 	  

		 	Name:
		 	Title:
	
	Domestic Lending Office (and address for notices):
	
	[Address]
	
	Eurocurrency Lending Office:
	
	[Address]









 This Acceptance is hereby acknowledged and agreed on as of the date set forth above. 

 

			
	FMC Corporation
		
	By:  	 	  

		 	Name:
		 	Title:









 
			
	CITIBANK, N.A., as Administrative Agent
		
	By:  	 	  

		 	Name:
		 	Title:









 
			
	[ISSUING BANKS]
		
	By:  	 	  

		 	Name:
		 	Title:









 
			
	[SWING LOAN LENDER]
		
	By:  	 	  

		 	Name:
		 	Title:









 EXHIBIT D-1 

TO 

CREDIT AGREEMENT 

FORM OF EURO BORROWER DESIGNATION 

This Euro Borrower Designation, dated as of
                    , 20    , is delivered pursuant to the Amended and Restated Credit Agreement, dated as of October 10,
2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “U.S. Borrower”),
the Euro Borrowers, the Lenders, Issuing Banks and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined in the
Credit Agreement. 
 Designation. 
 By
executing and delivering this Euro Borrower Designation, we hereby designate [            ] a Euro Borrower pursuant to the Credit Agreement 

Joinder9. 

By executing and delivering this Euro Borrower Designation, [            ], as
provided in the Credit Agreement, hereby becomes party to the Credit Agreement as a Euro Borrower thereunder with the same force and effect as if originally named as a Euro Borrower therein and expressly assumes all obligations and liabilities of a
Euro Borrower thereunder. 
 The undersigned hereby represents and warrants that (i) each of the representations and warranties
contained in Article V of the Credit Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date and (ii) with respect to the undersigned entity being designated a Euro Borrower hereby,
“know your customer” identifying and related information acceptable to any Lender having requested the same and sufficient to enable such Lender to comply with relevant regulations under the USA PATRIOT Act has been provided to such
requesting Lender at least ten (10) Business Days prior to the date this Euro Borrower Designation is delivered to the Administrative Agent. 

Acceptance. 
 By its
acknowledgment below, the Administrative Agent accepts [            ] as a Euro Borrower upon execution of this Euro Borrower Designation. 

(a) [With respect to any Swing Loan Borrower designated under the Credit Agreement (except the Excluded Representations),
additional representations may be required to comply with the local law of any Euro Borrower that is also a Swing Loan Borrower, as defined by the Administrative Agent or the advice of counsel.] 

 
  

	9 	Note: Additional representations may be required to comply with the local law of any Euro Borrower that is also a Swing Loan Borrower, as defined by the Administrative Agent or the advice of counsel. 








 IN WITNESS WHEREOF, the undersigned have caused this
Euro Borrower Designation to be duly executed and delivered as of the date first above written. 
  

			
	FMC CORPORATION
		
	 By:
	 	  

		 	Name:
		 	Title:
	
	[EURO BORROWER]
		
	 By:
	 	  

		 	Name:
		 	Title:










			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	 Citibank N.A.,
 as Administrative
Agent

		
	By:	 	  

		 	Name:
		 	Title:








 EXHIBIT D-2 

TO 

CREDIT AGREEMENT 

FORM OF SWING LOAN BORROWER DESIGNATION 

This Swing Loan Borrower Designation, dated as of
                    , 20    , is delivered pursuant to the Amended and Restated Credit Agreement, dated as of October 10,
2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “U.S. Borrower”),
the Euro Borrowers, the Lenders, Issuing Banks and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined in the
Credit Agreement. 
 Designation. 

By executing and delivering this Swing Loan Borrower Designation, we hereby designate
[                    ] a Swing Loan Borrower pursuant to the Credit Agreement 

Joinder10. 

By executing and delivering this Swing Loan Borrower Designation,
[                    ], as provided in the Credit Agreement, hereby becomes party to the Credit Agreement as a Swing Loan Borrower thereunder with
the same force and effect as if originally named as a Swing Loan Borrower therein and expressly assumes all obligations and liabilities of a Swing Loan Borrower thereunder. 

The undersigned hereby represents and warrants that (i) each of the representations and warranties contained in Article V of the
Credit Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date and (ii) with respect to the undersigned entity being designated a Euro Borrower hereby, “know your customer”
identifying and related information acceptable to the Swing Loan Lender and sufficient to enable the Swing Loan Lender to comply with relevant regulations under the USA PATRIOT Act has been provided to the Swing Loan Lender at least ten
(10) Business Days prior to the date this Swing Loan Borrower Designation is delivered to the Administrative Agent and the Swing Loan Lender. 

Acceptance. 
 By their
acknowledgment below, the Administrative Agent and the Swing Loan Lender accept [                    ] as a Swing Loan Borrower upon execution of
this Swing Loan Borrower Designation. 
  

	10 	Note: Additional representations may be required to comply with the local law of such Swing Loan Borrower, as defined by the Administrative Agent or the advice of counsel. 








 IN WITNESS WHEREOF, the undersigned have caused this
Swing Loan Borrower Designation to be duly executed and delivered as of the date first above written. 
  

			
	FMC CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:
	
	[SWING LOAN BORROWER]
		
	By:	 	  

		 	Name:
		 	Title:










			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	 Citibank, N.A.,
 as Administrative
Agent

		
	By:	 	  

		 	Name:
		 	Title:
	
	 [Swing Loan Lender],
 as Swing Loan
Lender

		
	By:	 	  

	Name:
	Title:








 EXHIBIT E 

TO 

CREDIT AGREEMENT 

FORM OF SWING LOAN REQUEST 

[NAME OF SWING LOAN LENDER], as the Swing Loan Lender 

under the Credit Agreement referred 
 to below 

 

			
	 CITIBANK, N.A.,

    as Administrative Agent under the

    Credit Agreement referred to below
 388
Greenwich Street
 19th Floor, New York New York 10013
	  	                    ,             

 Attention: 
 Re:
[INSERT OTHER SWING BORROWER] (a “Swing Loan Borrower”) 

Reference is made to the Amended and Restated Credit Agreement, dated as of October 10, 2014 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “U.S. Borrower”), the Euro Borrower, the Lenders, Issuing Banks
and other parties party thereto and Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement. 

The undersigned Swing Loan Borrower hereby gives you notice, irrevocably, pursuant to Section 3.03 of the Credit Agreement that
the undersigned hereby requests that the Swing Loan Lender make Swing Loans available to such Swing Loan Borrower under the Credit Agreement and, in that connection, sets forth below the information relating to such Swing Loans (the
“Proposed Advance”) as required by Section 3.03 of the Credit Agreement: 
 (a) The date of the
Proposed Advance is                     ,     (the “Funding Date”). 

(b) The aggregate amount of the Borrowing is         . 

The undersigned hereby certifies that the following statements are true on the date hereof and shall be true on the Funding Date both before
and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom: 
 (a) the
representations and warranties set forth in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Funding Date with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such date; and 

(b) no Default or Event of Default has occurred and is continuing on the Funding Date. 







 (c) [With respect to any Swing Loan Borrower designated under the Credit
Agreement, additional representations may be required to comply with the local law of such Swing Loan Borrower, as defined by the Administrative Agent or the advice of counsel.] 







 
			
	[Swing Loan Borrower]
		
	By:	 	  

		 	Name:
		 	Title: