fmc-2021tlxtermloancredi






EXECUTION VERSION       WEIL:\98220939\8\35899.0612  ═══════════════════════════════════════  $1,000,000,000  TERM LOAN AGREEMENT  Dated as of November 22, 2021  among    FMC CORPORATION,  as Borrower,      THE LENDERS PARTY HERETO    and    CITIBANK, N.A.,  as Administrative Agent,    * * *  CITIBANK, N.A.,  BOFA SECURITIES, INC.,  BNP PARIBAS,  COBANK, ACB,  SUMITOMO MITSUI BANKING CORPORATION,  TD SECURITIES (USA) LLC,  TRUIST SECURITIES, INC.,  and   U.S. Bank National Association,  as Joint Lead Arrangers    and    BANK OF AMERICA, N.A.,  BNP PARIBAS,  COBANK, ACB,  SUMITOMO MITSUI BANKING CORPORATION,  TD BANK, N.A.,  TRUIST BANK,  and  U.S. Bank National Association,  as Syndication Agents  ═══════════════════════════════════════  





 






TABLE OF CONTENTS    Page   i       WEIL:\98220939\8\35899.0612  ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS ........................................................... 1  SECTION 1.01 Certain Defined Terms ........................................................................... 1  SECTION 1.02 Computation of Time Periods .............................................................. 27  SECTION 1.03 Accounting Terms and Principles ........................................................ 27  SECTION 1.04 Certain Terms ....................................................................................... 28  SECTION 1.05 Divisions .............................................................................................. 28  ARTICLE II  AMOUNTS AND TERMS OF THE LOANS ........................................................... 29  SECTION 2.01 The Loans ............................................................................................. 29  SECTION 2.02 [Intentionally Deleted] ......................................................................... 29  SECTION 2.03 [Intentionally Deleted] ......................................................................... 29  SECTION 2.04 [Intentionally Deleted] ......................................................................... 29  SECTION 2.05 Fees ...................................................................................................... 29  SECTION 2.06 Termination and Reductions of the Commitments .............................. 29  SECTION 2.07 Repayment ........................................................................................... 30  SECTION 2.08 Interest .................................................................................................. 30  SECTION 2.09 Interest Rate Determinations ................................................................ 31  SECTION 2.10 Prepayments ......................................................................................... 31  SECTION 2.11 Payments and Computations ................................................................ 31  SECTION 2.12 Taxes .................................................................................................... 33  SECTION 2.13 Sharing of Payments, Etc ..................................................................... 37  SECTION 2.14 Conversion or Continuation of Loans .................................................. 37  SECTION 2.15 [Intentionally Deleted] ......................................................................... 38  SECTION 2.16 Defaulting Lender ................................................................................ 38  SECTION 2.17 Acknowledgment and Consent to Bail-In of Affected Financial  Institutions ............................................................................................ 40  SECTION 2.18 Benchmark Replacement Setting ......................................................... 40  ARTICLE III  MAKING THE LOANS ........................................................................................... 43  SECTION 3.01 Making the Loans................................................................................. 43  SECTION 3.02 [Intentionally Deleted] ......................................................................... 44  SECTION 3.03 [Intentionally Deleted] ......................................................................... 44  SECTION 3.04 [Intentionally Deleted] ......................................................................... 44  





 






TABLE OF CONTENTS  (continued)  Page     ii       WEIL:\98220939\8\35899.0612  SECTION 3.05 Increased Costs .................................................................................... 44  SECTION 3.06 Illegality ............................................................................................... 46  SECTION 3.07 Reasonable Efforts to Mitigate ............................................................ 47  SECTION 3.08 Right to Replace Affected Person or Lender ....................................... 47  SECTION 3.09 Use of Proceeds .................................................................................... 47  ARTICLE IV  CONDITIONS OF LENDING ................................................................................. 47  SECTION 4.01 Conditions Precedent to Effective Date ............................................... 47  SECTION 4.02 Conditions Precedent to Closing Date ................................................. 47  ARTICLE V  REPRESENTATIONS AND WARRANTIES .......................................................... 49  SECTION 5.01 Corporate Existence; Compliance with Law ........................................ 49  SECTION 5.02 Corporate Power; Authorization; Enforceable Obligations ................. 50  SECTION 5.03 Financial Statements ............................................................................ 51  SECTION 5.04 Material Adverse Change ..................................................................... 51  SECTION 5.05 Litigation .............................................................................................. 51  SECTION 5.06 Taxes .................................................................................................... 51  SECTION 5.07 Full Disclosure ..................................................................................... 51  SECTION 5.08 Investment Company Act ..................................................................... 51  SECTION 5.09 ERISA .................................................................................................. 52  SECTION 5.10 Environmental Matters ......................................................................... 52  SECTION 5.11 Ownership of Properties; Liens ............................................................ 53  SECTION 5.12 Sanctions .............................................................................................. 53  SECTION 5.13 Anti-Corruption Laws; Anti-Money Laundering Laws ....................... 53  SECTION 5.14 Solvency ............................................................................................... 54  ARTICLE VI  COVENANTS OF THE COMPANY ...................................................................... 54  SECTION 6.01 Financial Covenants ............................................................................. 54  SECTION 6.02 Reporting Covenants ............................................................................ 54  SECTION 6.03 Affirmative Covenants ......................................................................... 57  SECTION 6.04 Negative Covenants ............................................................................. 58  ARTICLE VII  EVENTS OF DEFAULT ........................................................................................ 61  SECTION 7.01 Events of Default ................................................................................. 61  ARTICLE VIII  THE ADMINISTRATIVE AGENT ...................................................................... 63  





 






TABLE OF CONTENTS  (continued)  Page     iii       WEIL:\98220939\8\35899.0612  SECTION 8.01 Authorization and Action ..................................................................... 63  SECTION 8.02 Reliance, Etc ........................................................................................ 63  SECTION 8.03 The Agents and their Affiliates as Lenders .......................................... 64  SECTION 8.04 Lender Credit Decision ........................................................................ 64  SECTION 8.05 Indemnification .................................................................................... 64  SECTION 8.06 Successor Administrative Agent .......................................................... 64  SECTION 8.07 No Other Duties, Etc ............................................................................ 65  SECTION 8.08 Incorrect Payment ................................................................................ 65  ARTICLE IX  MISCELLANEOUS ................................................................................................. 67  SECTION 9.01 Amendments, Etc ................................................................................. 67  SECTION 9.02 Notices, Etc .......................................................................................... 68  SECTION 9.03 No Waiver; Remedies .......................................................................... 71  SECTION 9.04 Costs and Expenses .............................................................................. 71  SECTION 9.05 Rights of Set-off; Payments Set Aside ................................................. 72  SECTION 9.06 Binding Effect ...................................................................................... 73  SECTION 9.07 Assignments and Participations ........................................................... 73  SECTION 9.08 [Intentionally Deleted] ......................................................................... 78  SECTION 9.09 Governing Law .................................................................................... 78  SECTION 9.10 Execution in Counterparts .................................................................... 78  SECTION 9.11 Confidentiality ..................................................................................... 78  SECTION 9.12 Submission to Jurisdiction; Service of Process .................................... 79  SECTION 9.13 WAIVER OF JURY TRIAL ................................................................ 79  SECTION 9.14 USA PATRIOT Act ............................................................................. 80  SECTION 9.15 Entire Agreement ................................................................................. 80  SECTION 9.16 No Fiduciary Duty ............................................................................... 80  SECTION 9.17 Certain ERISA Matters ........................................................................ 80        





 






   iv       WEIL:\98220939\8\35899.0612  SCHEDULES AND EXHIBITS  SCHEDULES  Schedule I  - Commitments  Schedule II  - Material Subsidiaries   Schedule 5.02   - Consents  Schedule 5.05   - Litigation  Schedule 5.10   - Environmental Matters  Schedule 6.04(a) - Existing Liens  EXHIBITS  Exhibit A - Form of Note  Exhibit B-1 - Form of Notice of 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 D - Form of U.S. Tax Compliance Certificate    





 






TERM LOAN AGREEMENT  FMC CORPORATION           WEIL:\98220939\8\35899.0612  TERM LOAN AGREEMENT  TERM LOAN AGREEMENT (this “Agreement”), dated as of November 22,  2021, among FMC CORPORATION, a Delaware corporation (“Borrower”), the lenders 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., BNP Paribas, CoBank,  ACB, Sumitomo Mitsui Banking Corporation, TD Bank, N.A., Truist Bank, and U.S. Bank  National Association, as co-syndication agents (the “Syndication Agents”), and CITIBANK,  N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders  hereunder.  WHEREAS, the Borrower has requested that the Lenders make available to the  Borrower a senior unsecured term loan facility the proceeds of which may be used to refinance  certain of the Borrower’s existing Indebtedness and other general corporate purposes; and  WHEREAS, the Lenders are willing to make available to the Borrower such  senior unsecured term loan facility upon the terms and subject to the conditions set forth herein.  NOW, THEREFORE, in consideration of the mutual agreements, provisions and  covenants contained herein, the parties hereto agree 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.  “Administrative Agent” has the meaning specified in the recital of parties to this  Agreement.  “Administrative Agent’s Account” means such account as the Administrative  Agent shall designate in a notice to the Borrower and the Lenders.  “Affected Financial Institution” means (a) any EEA Financial Institution or (b)  any UK Financial Institution.  “Affected Person” has the meaning specified in Sections 2.12(j), 3.05(e), 3.06  and 3.08.   “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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   2       WEIL:\98220939\8\35899.0612  management and policies of such Person, whether through the ownership of voting securities, by  contract or otherwise.  “Agents” means, collectively, the Administrative Agent and the Syndication  Agents.  “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction  applicable to the 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 the Borrower or its Subsidiaries from time to time concerning or relating  to money laundering, including without limitation the Patriot Act.  “Applicable Law” means, as to any Person, all applicable Laws binding upon  such Person or to which such a Person is subject.  “Applicable Lending Office” means, with respect to each Lender, and for each  Type 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.  “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  BBB+ / Baa1 or higher  0.8750% 0.000%  Level 2  BBB / Baa2  1.000% 0.000%  Level 3  BBB- / Baa3 or lower  1.125% 0.125%  “Arrangers” means Citibank, BofA Securities, Inc., BNP Paribas, CoBank, ACB,  Sumitomo Mitsui Banking Corporation, TD Securities (USA) LLC, Truist Securities, Inc., and  U.S. Bank National Association, 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 Tenor” means, as of any date of determination and with respect to the  then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for  interest calculated with reference to such Benchmark, as applicable, that is or may be used for  





 






TERM LOAN AGREEMENT  FMC CORPORATION   3       WEIL:\98220939\8\35899.0612  determining the length of an Interest Period pursuant to this Agreement as of such date and not  including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from  the definition of “Interest Period” pursuant to Section 2.18(d).  “Bail-In Action” means the exercise of any Write-Down and Conversion Powers  by the applicable Resolution Authority in respect of any liability of an Affected Financial  Institution.  “Bail-In Legislation” means, (a) with respect to any EEA Member Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council  of the European Union, the implementing law, regulation, rule or requirement for such EEA  Member Country from time to time which is described in the EU Bail-In Legislation Schedule  and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as  amended from time to time) and any other law, regulation or rule applicable in the United  Kingdom relating to the resolution of unsound or failing banks, investment firms or other  financial institutions or their affiliate (other than through liquidation, administration or other  insolvency proceedings).   “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 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);  provided that the Base Rate shall not be less than zero.  “Base Rate Loan” means a Loan which bears interest as provided in Section  2.08(a)(i).  “Benchmark” means, initially, with respect to any amounts denominated in USD,  USD LIBOR; provided, that if a Benchmark Transition Event or an Early Opt-in Election, as  applicable, and its related Benchmark Replacement Date have occurred with respect to the then- current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the  extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to  Section 2.18(a).  “Benchmark Replacement” means, for any Available Tenor, the first alternative  set forth below and (where applicable) in the order set forth below for Dollars that can be  determined by the Administrative Agent for the applicable Benchmark Replacement Date:  





 






TERM LOAN AGREEMENT  FMC CORPORATION   4       WEIL:\98220939\8\35899.0612  (i) the sum of: (a) Term SOFR and (b) the related Benchmark  Replacement Adjustment;  (ii) the sum of: (a) Daily Simple SOFR and (b) the related  Benchmark Replacement Adjustment;  (iii) the sum of: (a) the alternate benchmark rate that has been  selected by the Administrative Agent and the Borrower as the replacement for the then- current Benchmark for the applicable Corresponding Tenor giving due consideration to  (i) any selection or recommendation of a replacement benchmark rate or the mechanism  for determining such a rate by the Relevant Governmental Body or (ii) any evolving or  then-prevailing market convention for determining a benchmark rate as a replacement for  the then-current Benchmark for Dollar denominated syndicated credit facilities at such  time and (b) the related Benchmark Replacement Adjustment;   provided, that, in the case of clause (i), such Unadjusted Benchmark Replacement is  displayed on a screen or other information service that publishes such rate from time to  time as selected by the Administrative Agent in its reasonable discretion.   If the Benchmark Replacement as determined pursuant to clauses (i), (ii) or (iii)  above would be less than the Floor for the applicable Benchmark, the Benchmark Replacement  will be deemed to be the Floor applicable to such Benchmark for the purposes of this Agreement  and the other Loan Documents.  “Benchmark Replacement Adjustment” means, with respect to any replacement  of the then current Benchmark with an Unadjusted Benchmark Replacement for any applicable  Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:    (a) for purposes of clauses (i) and (ii) of the definition of “Benchmark  Replacement,” the first alternative set forth in the order below that can be determined by the  Administrative Agent: (i) the spread adjustment, or method for calculating or determining such  spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time  such Benchmark Replacement is first set for such Interest Period that has been selected or  recommended by the Relevant Governmental Body for the replacement of such Benchmark with  the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor or  (ii) the spread adjustment (which may be a positive or negative value or zero) as of the Reference  Time such Benchmark Replacement is first set for such Interest Period that would apply to the  fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an  index cessation event with respect to such Benchmark for the applicable Corresponding Tenor;  and    (b) for purposes of clause (iii) of the definition of “Benchmark  Replacement,” the spread adjustment, or method for calculating or determining such spread  adjustment, (which may be a positive or negative value or zero) that has been selected by the  Administrative Agent and Borrower for the applicable Corresponding Tenor giving due  consideration to (i) any selection or recommendation of a spread adjustment, or method for  calculating or determining such spread adjustment, for the replacement of such Benchmark with  the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the  applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market  





 






TERM LOAN AGREEMENT  FMC CORPORATION   5       WEIL:\98220939\8\35899.0612  convention for determining a spread adjustment, or method for calculating or determining such  spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted  Benchmark Replacement for syndicated credit facilities in the U.S. syndicated loan market;   provided, that, in the case of clause (a) above, such adjustment is displayed on a screen or other  information service that publishes such Benchmark Replacement Adjustment from time to time as  selected by the Administrative Agent in its reasonable discretion.  “Benchmark Replacement Conforming Changes” means, with respect to any  Benchmark Replacement, any technical, administrative or operational changes (including changes  to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest  Period,” timing and frequency of determining rates and making payments of interest, timing of  borrowing requests or prepayment, conversion or continuation notices, length of lookback  periods, the applicability of breakage provisions, the formula for calculating any successor rates  identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or  convention for applying the successor Floor to the successor Benchmark Replacement and other  technical, administrative or operational matters) that the Administrative Agent decides may be  appropriate to reflect the adoption and implementation of such Benchmark Replacement and to  permit the administration thereof by the Administrative Agent in a manner substantially  consistent with market practice (or, if the Administrative Agent decides that adoption of any  portion of such market practice is not administratively feasible or if the Administrative Agent  determines that no market practice for the administration of such Benchmark Replacement exists,  in such other manner of administration as the Administrative Agent decides is reasonably  necessary in connection with the administration of this Agreement and the other Loan  Documents).  “Benchmark Replacement Date” means the earliest to occur of the following  events with respect to the then-current Benchmark:  (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition  Event,” the later of (i) the date of the public statement or publication of information referenced  therein and (ii) the date on which the administrator of such Benchmark (or the published  component used in the calculation thereof) permanently or indefinitely ceases to provide all  Available Tenors of such Benchmark (or such component thereof);  (b) in the case of clause (c) of the definition of “Benchmark Transition  Event,” the date of the public statement or publication of information referenced therein; or  (c) in the case of an Early Opt-in Election, the sixth (6th) Business Day after  the date notice of such Early Opt-in Election is provided to the Lenders, so long as the  Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th)  Business Day after the date notice of such Early Opt-in Election is provided to the Lenders,  written notice of objection to such Early Opt-in Election from Lenders comprising the Required  Lenders.  For the avoidance of doubt, (i) if the event giving rise to the Benchmark  Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of  any determination, the Benchmark Replacement Date will be deemed to have occurred prior to  the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be  





 






TERM LOAN AGREEMENT  FMC CORPORATION   6       WEIL:\98220939\8\35899.0612  deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the  occurrence of the applicable event or events set forth therein with respect to all then-current  Available Tenors of such Benchmark (or the published component used in the calculation  thereof).  “Benchmark Transition Event” means, with respect to any Benchmark, the  occurrence of one or more of the following events with respect to the then-current Benchmark:    (a) a public statement or publication of information by or on behalf of the  administrator of such Benchmark (or the published component used in the calculation thereof)  announcing that such administrator has ceased or will cease to provide all Available Tenors of  such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the  time of such statement or publication, there is no successor administrator that will continue to  provide any Available Tenor of such Benchmark (or such component thereof);  (b) a public statement or publication of information by the regulatory  supervisor for the administrator of such Benchmark (or the published component used in the  calculation thereof), for USD LIBOR the Board of Governors of the Federal Reserve System or  the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the  administrator for such Benchmark (or such component), a resolution authority with jurisdiction  over the administrator for such Benchmark (or such component) or a court or an entity with  similar insolvency or resolution authority over the administrator for such Benchmark (or such  component), which states that the administrator of such Benchmark (or such component) has  ceased or will cease to provide all Available Tenors of such Benchmark (or such component  thereof) permanently or indefinitely; provided, that, at the time of such statement or publication,  there is no successor administrator that will continue to provide any Available Tenor of such  Benchmark (or such component thereof); or  (c) a public statement or publication of information by the regulatory  supervisor for the administrator of such Benchmark (or the published component used in the  calculation thereof) announcing that all Available Tenors of such Benchmark (or such component  thereof) are no longer representative.  For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to  have occurred with respect to any Benchmark if a public statement or publication of information  set forth above has occurred with respect to each then-current Available Tenor of such  Benchmark (or the published component used in the calculation thereof).  “Benchmark Unavailability Period” means, with respect to any then-current  Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date  pursuant to clause (a) or (b) of that definition has occurred if, at such time, no Benchmark  Replacement has replaced the then-current Benchmark for all purposes hereunder and under any  Loan Document in accordance with Section 2.18 and (y) ending at the time that a Benchmark  Replacement has replaced the then-current Benchmark for all purposes hereunder and under any  Loan Document in accordance with Section 2.18.  “Beneficial Ownership Certificate” has the meaning specified in  Section 4.01(a)(vii).  





 






TERM LOAN AGREEMENT  FMC CORPORATION   7       WEIL:\98220939\8\35899.0612  “Beneficial Ownership Regulation” has the meaning specified in Section  4.01(a)(vii).  “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in  ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975  of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or  otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such  “employee benefit plan” or “plan”.   “Borrower” has the meaning specified in the recital of parties to this Agreement.  “Borrower’s Accountants” means KPMG LLP or other independent nationally- recognized public accountants acceptable to the Administrative Agent.  “Borrowing” means a borrowing consisting of simultaneous Loans of the same  Type made by each of the Lenders pursuant to Section 2.01(a).  “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.  “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, or, after giving effect to FASB ASC Topic 842, as a finance  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.  “CGMI” means Citigroup Global Markets Inc.  “Change in Law” means the occurrence, after the date of this Agreement, of any  of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any  change in any law, rule, regulation or treaty or in the administration, interpretation,  implementation or application thereof by any Governmental Authority or (c) the making or  issuance of any request, rule, guideline or directive (whether or not having the force of law) by  any Governmental Authority; provided that notwithstanding anything herein to the contrary,  (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,  guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,  guidelines or directives promulgated by the Bank for International Settlements, the Basel  Committee on Banking Supervision (or any successor or similar authority) or the United States or  foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to  be a “Change in Law”, regardless of the date enacted, adopted or issued.  “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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   8       WEIL:\98220939\8\35899.0612  outstanding Voting Stock of the 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 Borrower (together with any new directors whose election by the board  of directors of the Borrower or whose nomination for election by the stockholders of the  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.  “Closing Date” means the date occurring on or before November 30, 2021 on  which each of the conditions set forth in Section 4.02 is satisfied (or waived in accordance with  Section 9.01) and the Loans are borrowed pursuant to this Agreement.  “Code” means the Internal Revenue Code of 1986, as amended from time to  time, and the regulations promulgated and rulings issued thereunder.  “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 reduced as  expressly provided herein (including, without limitation, pursuant to Sections 2.06, 3.08 and  9.07). As of the date hereof, the initial amount of the total Commitment is $1,000,000,000.  “Confidential Information” has the meaning set forth in Section 9.11 hereto.  “Consolidated” refers to the consolidation of accounts of the 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 greenhouse gas, petroleum or petroleum-derived substance or waste, asbestos and  polychlorinated biphenyls.  “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.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   9       WEIL:\98220939\8\35899.0612  “Conversion”, “Convert” and “Converted” each refer to a conversion of Loans of  one Type into Loans of the other Type pursuant to Section 2.14.  “Corresponding Tenor” with respect to any Available Tenor means, as  applicable, either a tenor (including overnight) or an interest payment period having  approximately the same length (disregarding business day adjustment) as such Available Tenor.  “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.  “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;  (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;   





 






TERM LOAN AGREEMENT  FMC CORPORATION   10       WEIL:\98220939\8\35899.0612  (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 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 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 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 5.09 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.  “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this  rate (which will include a lookback) being established by the Administrative Agent in accordance  with the conventions for this rate selected or recommended by the Relevant Governmental Body  for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the  Administrative Agent decides that any such convention is not administratively feasible for the  Administrative Agent, then the Administrative Agent may establish another convention in its  reasonable discretion.  “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).   





 






TERM LOAN AGREEMENT  FMC CORPORATION   11       WEIL:\98220939\8\35899.0612  “Defaulting Lender” means at any time, subject to Section 2.16(e), (i) on or prior  to the Closing Date, any Lender that has failed to comply with its obligations under this  Agreement to make a 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 Business  Days of the date such Funding Obligation was required to be funded hereunder unless such  Lender notifies the Administrative Agent and the 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) on or prior to the Closing Date, any Lender  that has notified the Administrative Agent or the Borrower 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 Borrower, failed to confirm in writing to the Administrative Agent and the 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 Borrower’s receipt of such written confirmation), (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 or (vi) any Lender that has, or has a Parent Company that has, become the subject of a  Bail-in Action (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 Borrower and the Lenders.  “Disclosure Documents” means the Borrower’s annual report on Form 10-K for  December 31, 2020 and any amendments thereto filed by the Borrower with the SEC.  “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 Borrower and the  Administrative Agent.  “Domestic Subsidiary” means any Subsidiary of the 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 Borrower or a Domestic Subsidiary.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   12       WEIL:\98220939\8\35899.0612  “Early Opt-in Election” means if the then-current Benchmark is USD LIBOR,  the occurrence of the following on or after December 31, 2020:  (a) with respect to Dollars, a notification by the Administrative Agent to (or  the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto  that at least five currently outstanding Dollar denominated syndicated credit facilities in the U.S.  syndicated loan market at such time contain (as a result of amendment or as originally executed) a  SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a  benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly  available for review), and  (b) in each case, the joint election by the Administrative Agent and the  Borrower to trigger a fallback from the applicable then-current Benchmark and the provision by  the Administrative Agent of written notice of such election to the Lenders.  “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, (e) all Non-Recurring Items for such period and (f) all fees, expenses and charges incurred  in connection with or arising as a result of any proposed or actual acquisitions, investments, asset  sales or divestitures, 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 (excluding any item under clause (f) above) 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 Borrower and its Subsidiaries in accordance with GAAP.   For the purposes of calculating EBITDA for any period, if during such period the 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.  “EEA Financial Institution” means (a) any credit institution or investment firm  established in any EEA Member Country (or, to the extent that the United Kingdom is not an  EEA Member Country, the United Kingdom), which is subject to the supervision of a Resolution  Authority, (b) any entity established in an EEA Member Country (or, to the extent that the United  Kingdom is not an EEA Member Country, the United Kingdom), which is a parent of an  institution described in clause (a) of this definition, or (c) any financial institution established in  an EEA Member Country (or, to the extent that the United Kingdom is not an EEA Member  Country, the United Kingdom), which is a subsidiary of an institution described in clauses (a) or  (b) of this definition and is subject to consolidated supervision with its parent.  “EEA Member Country” means any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.  “EEA Resolution Authority” means any public administrative authority or any  person entrusted with public administrative authority of any EEA Member Country (including  any delegee) having responsibility for the resolution of any EEA Financial Institution.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   13       WEIL:\98220939\8\35899.0612  “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 and the Borrower; provided, that  none of the following shall be an Eligible Assignee: (i) any natural person or a holding company,  investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person,  (ii) the Borrower or any Affiliates of the Borrower or (iii) any Defaulting Lender.  “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, 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, trade or business (whether or not  incorporated) that, for purposes of Title IV of ERISA is a member of the Borrower’s controlled  group, or is treated as a “single employer” within the meaning of Section 414(b) or 414(c) of the  Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a  single employer under Section 414 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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   14       WEIL:\98220939\8\35899.0612  a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;  (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) a determination that any Plan is in “at risk”  status (within the meaning of Section 303 of ERISA or Section 430 of the Code); 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.  “Erroneous Payment” has the meaning specified in Section 8.08(a).  “Erroneous Payment Deficiency Assignment” has the meaning specified in  Section 8.08(d).  “Erroneous Payment Impacted Loan” has the meaning specified in  Section 8.08(d).  “Erroneous Payment Return Deficiency” has the meaning specified in  Section 8.08(d).  “Erroneous Payment Subrogation Rights” has the meaning specified in  Section 8.08(d).  “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule  published by the Loan Market Association (or any successor person), as in effect from time to  time.  “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 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, the rate per annum appearing  on the applicable Bloomberg screen (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 market, the “Screen Rate”) as the London interbank offered rate for deposits in Dollars  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”),  then the Eurocurrency Rate shall be the Interpolated Rate at such time.   “Eurocurrency Rate Loan” means a Loan which bears interest as provided in  Section 2.08(a)(ii).  





 






TERM LOAN AGREEMENT  FMC CORPORATION   15       WEIL:\98220939\8\35899.0612  “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 Taxes” means any of the following Taxes imposed on or with respect  to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes  imposed on or measured by net income (however denominated), franchise Taxes, and branch  profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the  laws of, or having its principal office or, in the case of any Lender, its applicable lending office  located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are  Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on  amounts payable to or for the account of such Lender with respect to an applicable interest in a  Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires  such interest in the Loan or Commitment (other than pursuant to an assignment request by the  Borrower under Section 3.08) or (ii) such Lender changes its lending office, except in each case  to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable  either to such Lender's assignor immediately before such Lender became a party hereto or to such  Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s  failure to comply with Section 2.12(g) and (d) any withholding Taxes imposed under FATCA.  “Facility” means the Commitments and the provisions herein relating to the  Loans.  “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” means 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, any agreements entered into pursuant to Section 1471(b)(1) of the Code  and any fiscal or regulatory legislation, rules or practices adopted pursuant to any  intergovernmental agreement, treaty or convention among Governmental Authorities and  implementing such Sections of the Code.   “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, as published for such day (or, if  such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve  





 






TERM LOAN AGREEMENT  FMC CORPORATION   16       WEIL:\98220939\8\35899.0612  Bank of New York, or, if such rate is not so published for any day that 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; provided that the Federal  Funds Rate shall not be less than zero.  “Fee Letter” means that certain Fee Letter in respect of the Facility, dated as of  October 22, 2021, between the Borrower and CGMI.  “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 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.  “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.  “Floor” means the benchmark rate floor provided in this Agreement initially (as  of the execution of this Agreement, the modification, amendment or renewal of this Agreement or  otherwise) with respect to any applicable Benchmark.  “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 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 Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not  a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized  under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.    “Foreign Subsidiary” means any Subsidiary of the 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 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 Borrower referred to in Section 5.03.  “Governmental Authority” means any nation, sovereign or government, any state  or other political subdivision thereof and any entity exercising executive, legislative, judicial,  regulatory, taxing or administrative functions of or pertaining to government, including any  





 






TERM LOAN AGREEMENT  FMC CORPORATION   17       WEIL:\98220939\8\35899.0612  central bank and any supra-national bodies (such as the European Union or the European Central  Bank).  “Granting Lender” has the meaning specified in Section 9.07(a).  “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.  “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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   18       WEIL:\98220939\8\35899.0612  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).  “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or  with respect to any payment made by or on account of any obligation of the Borrower under any  Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.  “Interest Coverage Ratio” means, with respect to the 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 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, three or six (or, if  requested by the Borrower and acceptable to each of the Lenders, twelve) calendar months  thereafter, as the 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 Borrower may not select any Interest Period that ends after  the Maturity Date;  (ii) Interest Periods commencing on the same date for Loans  comprising part of the same 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  (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.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   19       WEIL:\98220939\8\35899.0612  “Interest Rate Contracts” means all interest rate swap agreements, interest rate  cap agreements, interest rate collar agreements and interest rate insurance.  “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 that is shorter than the Impacted Interest Period and  (b) the applicable Screen Rate for the shortest period that exceeds the Impacted Interest Period, in  each case, at such time; provided, that, if any Interpolated Rate shall be less than zero, such rate  shall be deemed to be zero for purposes of this Agreement.  “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.  “ISDA Definitions” means the 2006 ISDA Definitions published by the  International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or  supplemented from time to time, or any successor definitional booklet for interest rate derivatives  published from time to time by the International Swaps and Derivatives Association, Inc. or such  successor thereto.  “Laws” means, collectively, all international, foreign, federal, state and local  statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial  precedents or authorities, including the interpretation or administration thereof by any  Governmental Authority charged with the enforcement, interpretation or administration thereof,  and all applicable administrative orders, directed duties, requests, licenses, authorizations and  permits of, and agreements with, any Governmental Authority, in each case whether or not  having the force of law.  “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.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   20       WEIL:\98220939\8\35899.0612  “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.  “Leverage Ratio” means, with respect to the Borrower and its Subsidiaries on a  Consolidated basis as of any date, the ratio of (a) Financial Covenant Debt as of such date minus  the aggregate amount of unrestricted cash and cash equivalents (as each such term is defined in  accordance with GAAP) of the Borrower and its Subsidiaries as of such date in excess of  $150,000,000 (it being understood and agreed that any proceeds of any issuance by the Borrower  and its Subsidiaries of unsecured debt securities, other debt securities or borrowing of term loans,  in each case, in connection with financing an acquisition, investment, refinancing or other  transaction (to the extent such proceeds are held or placed into escrow prior to being applied to  consummate such transaction) shall be deemed to be unrestricted for purposes of this definition)  to (b) 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), intellectual property license,  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 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 and each certificate,  agreement or document executed by the Borrower and delivered to the Administrative Agent or  any Lender in connection with or pursuant to any of the foregoing.  “Loans” means the term loans made by the Lenders to the Borrower pursuant to  this Agreement.  “Local Time” means New York City time.  “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 Borrower and its  Subsidiaries taken as a whole, (b) the legality, validity or enforceability of any Loan Document,  (c) the ability of the Borrower 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 Borrower that is a  borrower under any of the Borrower’s existing indebtedness and (ii) any Subsidiary of the  





 






TERM LOAN AGREEMENT  FMC CORPORATION   21       WEIL:\98220939\8\35899.0612  Borrower from time to time in which the 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.  “Maturity Date” means the date that is the three year anniversary of the Closing  Date (or if such day is not a Business Day, the next preceding Business Day) or, if earlier, the  date of termination in whole of the Commitments pursuant to the first sentence of Section 2.06 or  pursuant to Section 7.01.   “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.  “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  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.  “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 promissory note of the Borrower payable to the order of any  Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of  the Borrower to such Lender resulting from the Loans made by such Lender to the Borrower.  “Notice of Borrowing” has the meaning specified in Section 3.01(a).  “Obligations” means (a) principal of and interest on the Loans made by each  Lender to, and the Notes held by each Lender of, the Borrower, (b) all other amounts from time to  time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement  





 






TERM LOAN AGREEMENT  FMC CORPORATION   22       WEIL:\98220939\8\35899.0612  pursuant hereto and under the Notes and (c) any Erroneous Payment Subrogation Rights, in each  case strictly in accordance with the terms hereof.  “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets  Control.  “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed  as a result of a present or former connection between such Recipient and the jurisdiction  imposing such Tax (other than connections arising from such Recipient having executed,  delivered, become a party to, performed its obligations under, received payments under, received  or perfected a security interest under, engaged in any other transaction pursuant to or enforced  any Loan Document, or sold or assigned an interest in any Loan or Loan Document).  “Other Taxes” means all present or future stamp, court or documentary,  intangible, recording, filing or similar Taxes that arise from any payment made under, from the  execution, delivery, performance, enforcement or registration of, from the receipt or perfection of  a security interest under, or otherwise with respect to, any Loan Document, except any such  Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an  assignment made pursuant to Section 3.08).  “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).  “Participation Agreement” means a loan participation agreement in substantially  the form of Exhibit C-2 hereto.  “Patriot Act” has the meaning specified in Section 9.14.  “Payment Recipient” has the meaning specified in Section 8.08(a).  “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.  “Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by  Section 3(42) of ERISA, as amended from time to time.   “Platform” has the meaning specified in Section 9.02(c)(ii).  





 






TERM LOAN AGREEMENT  FMC CORPORATION   23       WEIL:\98220939\8\35899.0612  “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.  “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 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 will be set in accordance with Level 3 under the definition of “Applicable  Margin”;   (b) if only one of S&P and Moody’s shall have in effect a Public Debt  Rating, the Applicable Margin shall be determined by reference to the available rating;   (c) for purposes of the definition of “Applicable Margin”, in the event the  Borrower 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 Borrower or any of its Subsidiaries pursuant to which the 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 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.  “Recipient” means (a) the Administrative Agent or (b) any Lender, as applicable.  “Reference Time” with respect to any setting of the then-current Benchmark  means, if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the day that is two  London banking days preceding the date of such setting.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   24       WEIL:\98220939\8\35899.0612  “Register” has the meaning specified in Section 9.07(d).  “Related Party” has the meaning set forth in Section 9.04(b).  “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.  “Relevant Governmental Body” means the Board of Governors of the Federal  Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or  convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank  of New York, or any successor thereto.  “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, at any time (a) if there are Loans outstanding,  Lenders holding Loans representing more than 50% of the aggregate amount of all Loans at such  time or (b) if there are no Loans outstanding, Lenders holding more than 50% of the sum of the  aggregate amount of the Commitments; provided that, for purposes hereof, neither the Borrower,  nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of  the Loans or having such amount of the Commitments or (ii) determining the aggregate unpaid  principal amount of the Loans or the total Commitments.   “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.  “Resolution Authority” means an EEA Resolution Authority or, with respect to  any UK Financial Institution, a UK Resolution Authority.  “S&P” means S&P Global Ratings, a subsidiary of S&P Global Inc., or any  successor by merger or consolidation to its business.  “Sanctioned Country” means a country or territory that is subject or the target of  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.  “Sanctioned Person” means a Person that is the target of Sanctions, including (A)  an agency of the government of a Sanctioned Country, (B) an organization owned or controlled  by a Sanctioned Country, (C) a Person located, organized or resident in a Sanctioned Country, to  the extent the target of Sanctions, or (D) any Person listed in any Sanctions-related list of  





 






TERM LOAN AGREEMENT  FMC CORPORATION   25       WEIL:\98220939\8\35899.0612  designated Persons maintained by OFAC, the U.S. Department of State, the European Union, Her  Majesty’s Treasury of the United Kingdom or the United Nations Security Council, or any Person  owned 50 percent or more directly or indirectly by any such Person or Persons.  “Sanctions” means economic sanctions administered or enforced by OFAC, the  U.S. Department of State, the European Union, Her Majesty’s Treasury of the United Kingdom or  the United Nations Security Council.  “Screen Rate” has the meaning specified in the definition of “Eurocurrency  Rate”.  “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.  “SOFR” means, with respect to any Business Day, a rate per annum equal to the  secured overnight financing rate for such Business Day published by the SOFR Administrator on  the SOFR Administrator’s Website on the immediately succeeding Business Day.  “SOFR Administrator” means the Federal Reserve Bank of New York (or a  successor administrator of the secured overnight financing rate).  “SOFR Administrator’s Website” means the website of the Federal Reserve Bank  of New York, currently at http://www.newyorkfed.org, or any successor source for the secured  overnight financing rate identified as such by the SOFR Administrator from time to time.  “Solvent” means with respect to the Borrower and its Subsidiaries, (i) the sum of  the debt (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole,  does not exceed the fair value of the present assets of the Borrower and its Subsidiaries, taken as  a whole, (ii) the present fair saleable value of the assets of the Borrower and its Subsidiaries,  taken as a whole, is not less than the amount that will be required to pay the probable liabilities  (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, on their  debts as they become absolute and matured, (iii) the capital of the Borrower and its Subsidiaries,  taken as a whole, is not unreasonably small in relation to the business of the Borrower or its  Subsidiaries, taken as a whole, and (iv) the Borrower and its Subsidiaries, taken as a whole, do  not intend to incur, or believe that they will incur, debts (including current obligations and  contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course  of business.  For the purposes hereof, the amount of any contingent liability at any time shall be  computed as the amount that, in light of all of the facts and circumstances existing at such time,  represents the amount that can reasonably be expected to become an actual or matured liability.  “SPC” has the meaning specified in Section 9.07(a).  “Stock” means shares of capital stock (whether denominated as common stock or  preferred stock), beneficial, partnership or membership interests, participations or other  





 






TERM LOAN AGREEMENT  FMC CORPORATION   26       WEIL:\98220939\8\35899.0612  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.    “Syndication Agent” means Bank of America, N.A., BNP Paribas, CoBank,  ACB, Sumitomo Mitsui Banking Corporation, TD Bank, N.A., Truist Bank, and U.S. Bank  National Association, as Syndication Agents.  “Taxes” means all present or future taxes, levies, imposts, duties, deductions,  withholdings (including backup withholding), assessments, fees or other charges imposed by any  Governmental Authority, including any interest, additions to tax or penalties applicable thereto.  “Term SOFR” means, for the applicable Corresponding Tenor as of the  applicable Reference Time, the forward-looking term rate based on SOFR that has been selected  or recommended by the Relevant Governmental Body.  “Type” means a Base Rate Loan or a Eurocurrency Rate Loan.  “UCC” means the Uniform Commercial Code in effect in the State of New York.   “UK Financial Institution” means any BRRD Undertaking (as such term is  defined under the PRA Rulebook (as amended from time to time) promulgated by the United  Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA  Handbook (as amended from time to time) promulgated by the United Kingdom Financial  Conduct Authority, which includes certain credit institutions and investment firms, and certain  affiliates of such credit institutions or investment firms.  “UK Resolution Authority” means the Bank of England or any other public  administrative authority having responsibility for the resolution of any UK Financial Institution.  “Unadjusted Benchmark Replacement” means the applicable Benchmark  Replacement excluding the related Benchmark Replacement Adjustment.  “U.S. Person” means any Person that is a “United States Person” as defined in  Section 7701(a)(30) of the Code.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   27       WEIL:\98220939\8\35899.0612  “USD LIBOR” means the London interbank offered rate for Dollars, including  the LIBOR Screen Rate (as applicable).  “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.  “Withholding Agent” means the Borrower and the Administrative Agent.  “Write-Down and Conversion Powers” means (a) with respect to any EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority  from time to time under the Bail-In Legislation for the applicable EEA Member Country, which  write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b)  with respect to the United Kingdom, any powers of the applicable Resolution Authority under the  Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK  Financial Institution or any contract or instrument under which that liability arises, to convert all  or part of that liability into shares, securities or obligations of that person or any other person, to  provide that any such contract or instrument is to have effect as if a right had been exercised  under it or to suspend any obligation in respect of that liability or any of the powers under that  Bail-In Legislation that are related to or ancillary to any of those powers.   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.”  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 Borrower with the agreement of the Borrower’s Accountants and  





 






TERM LOAN AGREEMENT  FMC CORPORATION   28       WEIL:\98220939\8\35899.0612  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 Borrower in its December 31, 2020 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 the Borrower or any Subsidiary of the 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.  (f) The terms “Lender” and “Administrative Agent” include, without  limitation, their respective successors.  SECTION 1.05 Divisions.  For all purposes under the Loan  Documents (including Section 6.04), in connection with any division or plan of division under  Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset,  right, obligation or liability of any Person becomes the asset, right, obligation or liability of a  different Person, then it shall be deemed to have been transferred from the original Person to the  subsequent Person, and (b) if any new Person comes into existence, such new Person shall be  deemed to have been organized on the first date of its existence by the holders of its equity  interests at such time.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   29       WEIL:\98220939\8\35899.0612    ARTICLE II    AMOUNTS AND TERMS OF THE LOANS  SECTION 2.01 The Loans.  (a) Each Lender severally agrees, on the terms and conditions hereinafter set  forth, to make Loans on the Closing Date to the Borrower in an amount equal to such Lender’s  Commitment in effect immediately prior to making such Loan.  All Loans shall be denominated  in Dollars.    (b) Each Borrowing shall be in an aggregate amount of not less than  $1,000,000 and integral multiples of $500,000 in excess thereof.  (c) Each Borrowing shall consist of Loans of the same Type made on the  same day by the Lenders ratably according to their respective Commitments.  (d) Any amount borrowed under Section 2.01(a) and subsequently repaid or  prepaid may not be reborrowed.   SECTION 2.02 [Intentionally Deleted].  SECTION 2.03 [Intentionally Deleted].  SECTION 2.04 [Intentionally Deleted].  SECTION 2.05 Fees.  (a) Fees.  The Borrower agrees to pay to the Administrative Agent such fees  as from time to time may be separately agreed between the Borrower and the Administrative  Agent, including as set forth in the Fee Letter.  SECTION 2.06 Termination and Reductions of the  Commitments.  (a) Optional Termination and Reduction of the Commitments.  The  Borrower shall have the right at any time prior to the Closing Date, upon written notice to the  Administrative Agent, to terminate in whole or reduce ratably in part the respective Commitments  of the Lenders, provided 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.  Any termination or  reduction of the Commitments pursuant to this Section 2.06 shall be permanent.    (b) Mandatory Termination and Reduction of the Commitments.  All  undrawn Commitments then outstanding shall terminate immediately and without any further  action on the Closing Date (after giving effect to the funding of the Loans on the Closing Date).  Any termination or reduction of the Commitments pursuant to this Section 2.06 shall be  permanent.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   30       WEIL:\98220939\8\35899.0612  The Borrower shall deliver prompt written notice of any mandatory termination  or reduction of the Commitments.  SECTION 2.07 Repayment.  (a) Subject to Section 2.16(a), the Borrower shall repay to the  Administrative Agent for the account of each Lender the outstanding Loans made to the  Borrower, on the Maturity Date, 100% of principal amount of the Loans outstanding on the  Maturity Date.  (b) 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 the 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)(ii).  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 Borrower as to its desired application of payments and (ii) not be  deemed to relieve or otherwise release the Borrower from any of its Obligations due or owing to  any Lender, including a Defaulting Lender.  SECTION 2.08 Interest.  (a) Ordinary Interest.  The Borrower shall pay interest on the unpaid  principal amount of each Loan made by each Lender to the 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)(ii):  (i) Base Rate Loans.  If such Loan is a Loan which 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 each Quarterly Date while such Base Rate  Loan is outstanding, and on the date such Base Rate Loan shall be paid in full.  (ii) 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 Borrower 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.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   31       WEIL:\98220939\8\35899.0612  SECTION 2.09 Interest Rate Determinations.  (a) [Intentionally Deleted].  (b) The Administrative Agent shall give prompt notice to the Borrower and  the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of  Section 2.08(a)(i) and (ii).  (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 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 Borrower and each Lender of such circumstances,  whereupon the right of the Borrower to select Eurocurrency Rate Loans for any requested  Borrowing shall be suspended until the first date on which the circumstances causing such  suspension cease to exist.  If the Borrower shall not, in turn, before 11:00 A.M. (New York City  time) on such date notify the Administrative Agent that a Notice of Borrowing with respect to  such Eurocurrency Rate shall be converted to a Base Rate Loan, such Notice of Borrowing shall  be deemed to be canceled and of no force or effect, and the 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 Borrower and the Lenders promptly of  the end of such suspension, and thereafter the Borrower shall be entitled, on the terms and subject  to the conditions set forth herein, to borrow Eurocurrency Rate Loans.  SECTION 2.10 Prepayments.  (a) The Borrower shall have no right to prepay any principal amount of any  Loan other than as provided in subsection (b) below.  (b) The Borrower may without premium or penalty, upon at least three  Business Days’ prior notice to the Administrative Agent stating the proposed date and aggregate  principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay the  outstanding principal amounts of the Loans made to the Borrower comprising part of the same  Borrowing 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  shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of  $1,000,000 in excess thereof 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, the 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 the Borrower therefor (with a copy of such demand to the  Administrative Agent) within 20 Business Days after such prepayment.    SECTION 2.11 Payments and Computations.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   32       WEIL:\98220939\8\35899.0612  (a) All payments of principal of and interest on each Loan shall be made in  Dollars.  (b) (i) All payments of principal of and interest on the Loans and all  other amounts whatsoever payable by the 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, not later than 11:00 A.M. (New York City time), 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 2.12 or 3.05 or as contemplated by Section  2.05(a) 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.  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) 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 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, 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 is 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; 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.  (e) Unless the Administrative Agent shall have received notice from the  Borrower prior to the date on which any payment is due to the Lenders hereunder that the  Borrower will not make such payment in full, the Administrative Agent may assume that the  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 the 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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   33       WEIL:\98220939\8\35899.0612  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) [Intentionally Deleted].  (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 this  Section 2.11 due to it from and for the benefit of the Borrower 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)(ii).  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 Borrower as to its desired application of payments and (ii) not be deemed to relieve or  otherwise release the Borrower from any of its Obligations due or owing to any Lender, including  a Defaulting Lender.  SECTION 2.12 Taxes.  (a) Defined Terms.  For purposes of this Section, the term “Applicable Law”  includes FATCA.  (b) Payments Free of Taxes.  Any and all payments by or on account of any  obligation of the Borrower under any Loan Document shall be made without deduction or  withholding for any Taxes, except as required by Applicable Law.  If any Applicable Law (as  determined in the good faith discretion of an applicable Withholding Agent) requires the  deduction or withholding of any Tax from any such payment by a Withholding Agent, then the  applicable Withholding Agent shall be entitled to make such deduction or withholding and shall  timely pay the full amount deducted or withheld to the relevant Governmental Authority in  accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by  the Borrower shall be increased as necessary so that after such deduction or withholding has been  made (including such deductions and withholdings applicable to additional sums payable under  this Section) the applicable Recipient receives an amount equal to the sum it would have received  had no such deduction or withholding been made.  (c) Payment of Other Taxes by Borrower.  The Borrower shall timely pay to  the relevant Governmental Authority in accordance with Applicable Law, or at the option of the  Administrative Agent timely reimburse it for the payment of, any Other Taxes.  (d) Indemnification by Borrower.  The Borrower shall indemnify each  Recipient for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or  asserted on or attributable to amounts payable under this Section) payable or paid by such  Recipient or required to be withheld or deducted from a payment to such Recipient and any  reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified  Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority,  provided, however, that (i) the Borrower shall not be liable to any Person, as the case may be, for  any liability arising from or with respect to Indemnified Taxes, which results from the gross  





 






TERM LOAN AGREEMENT  FMC CORPORATION   34       WEIL:\98220939\8\35899.0612  negligence or willful misconduct of such Recipient, (ii) so long as no Event of Default has  occurred and is continuing, such Recipient shall use its reasonable best efforts (all at the expense  of the Borrower) to cooperate with the Borrower in contesting any Taxes or Other Taxes which  the Borrower reasonably deems to be not correctly or legally asserted or otherwise not due and  owing and (iii) the Borrower shall not be liable to such Recipient 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 Recipient makes written demand therefor.  This subsection shall not be construed to  require the Recipient to make available its tax returns (or any other information relating to its  taxes that it deems confidential) to the Borrower or any Person.  (e) Indemnification by the Lenders.  Each Lender shall severally indemnify  the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes  attributable to such Lender (but only to the extent that the Borrower has not already indemnified  the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the  Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the  provisions of Section 9.07(f) relating to the maintenance of a Participant Register and (iii) any  Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the  Administrative Agent in connection with any Loan Document, and any reasonable expenses  arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally  imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of  such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive  absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and  apply any and all amounts at any time owing to such Lender under any Loan Document or  otherwise payable by the Administrative Agent to the Lender from any other source against any  amount due to the Administrative Agent under this paragraph (e).  (f) Evidence of Payments.  As soon as practicable after any payment of  Taxes by the Borrower to a Governmental Authority pursuant to this Section, the Borrower shall  deliver to the Administrative Agent the original or a certified copy of a receipt issued by such  Governmental Authority evidencing such payment, a copy of the return reporting such payment  or other evidence of such payment reasonably satisfactory to the Administrative Agent.  (g) Status of Lenders.  (i) Any Lender that is entitled to an exemption from  or reduction of withholding Tax with respect to payments made under any Loan Document shall  deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested  by the Borrower or the Administrative Agent, such properly completed and executed  documentation reasonably requested by the Borrower or the Administrative Agent as will permit  such payments to be made without withholding or at a reduced rate of withholding.  In addition,  any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver  such other documentation prescribed by Applicable Law or reasonably requested by the Borrower  or the Administrative Agent as will enable the Borrower or the Administrative Agent to  determine whether or not such Lender is subject to backup withholding or information reporting  requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the  completion, execution and submission of such documentation (other than such documentation set  forth in paragraphs (g)(ii)(A), (ii)(B) and (ii)(D) of this Section) shall not be required if in the  Lender’s reasonable judgment such completion, execution or submission would subject such  Lender to any material unreimbursed cost or expense or would materially prejudice the legal or  commercial position of such Lender.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   35       WEIL:\98220939\8\35899.0612  (ii) Without limiting the generality of the foregoing, with respect to  the Borrower,  (A) any Lender that is a U.S. Person shall deliver to the  Borrower and the Administrative Agent on or about the date on which such Lender  becomes a Lender under this Agreement (and from time to time thereafter upon the  reasonable request of the Borrower or the Administrative Agent), executed copies of  IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup  withholding tax;  (B) any Foreign Lender shall, to the extent it is legally  entitled to do so, deliver to the Borrower and the Administrative Agent (in such  number of copies as shall be requested by the recipient) on or about the date on  which such Foreign Lender becomes a Lender under this Agreement (and from time  to time thereafter upon the reasonable request of the Borrower or the Administrative  Agent), whichever of the following is applicable:  (1) in the case of a Foreign Lender claiming the  benefits of an income tax treaty to which the United States is a party  (x) with respect to payments of interest under any Loan Document,  executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E  establishing an exemption from, or reduction of, U.S. federal  withholding Tax pursuant to the “interest” article of such tax treaty and  (y) with respect to any other applicable payments under any Loan  Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an  exemption from, or reduction of, U.S. federal withholding Tax pursuant  to the “business profits” or “other income” article of such tax treaty;  (2) executed copies of IRS Form W-8ECI;  (3) in the case of a Foreign Lender claiming the  benefits of the exemption for portfolio interest under Section 881(c) of  the Code, (x) a certificate substantially in the form of Exhibit D-1 to the  effect that such Foreign Lender is not a “bank” within the meaning of  Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the  Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a  “controlled foreign corporation” related to the Borrower as described in  Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)  and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E;  or  (4) to the extent a Foreign Lender is not the  beneficial owner, executed copies of IRS Form W-8IMY, accompanied  by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a  U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2  or Exhibit D-3, IRS Form W-9, and/or other certification documents  from each beneficial owner, as applicable; provided that if the Foreign  Lender is a partnership and one or more direct or indirect partners of  such Foreign Lender are claiming the portfolio interest exemption, such  





 






TERM LOAN AGREEMENT  FMC CORPORATION   36       WEIL:\98220939\8\35899.0612  Foreign Lender may provide a U.S. Tax Compliance Certificate  substantially in the form of Exhibit D-4 on behalf of each such direct and  indirect partner;  (C) any Foreign Lender shall, to the extent it is legally  entitled to do so, deliver to the Borrower and the Administrative Agent (in such  number of copies as shall be requested by the recipient) on or about the date on  which such Foreign Lender becomes a Lender under this Agreement (and from time  to time thereafter upon the reasonable request of the Borrower or the Administrative  Agent), executed copies of any other form prescribed by Applicable Law as a basis  for claiming exemption from or a reduction in U.S. federal withholding Tax, duly  completed, together with such supplementary documentation as may be prescribed  by Applicable Law to permit the Borrower or the Administrative Agent to determine  the withholding or deduction required to be made; and  (D) if a 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 Section 1471(b) or 1472(b) of the Code, as  applicable), such Lender shall deliver to the Borrower and the Administrative Agent  at the time or times prescribed by law and at such time or times reasonably  requested by the Borrower or the Administrative Agent such documentation  prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i)  of the Code) and such additional documentation reasonably requested by the  Borrower or the Administrative Agent as may be necessary for the Borrower and the  Administrative Agent to comply with their obligations under FATCA and to  determine that 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 (D), “FATCA” shall include any  amendments made to FATCA after the date of this Agreement.  Each Lender agrees that if any form or certification it previously delivered  expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification  or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to  do so.  For purposes of determining withholding taxes imposed under FATCA, the  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)(A).    (h) Treatment of Certain Refunds.  If any party determines, in its sole  discretion exercised in good faith, that it has received a refund of any Taxes as to which it has  been indemnified pursuant to this Section (including by the payment of additional amounts  pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund  (but only to the extent of indemnity payments made under this Section with respect to the Taxes  giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such  indemnified party and without interest (other than any interest paid by the relevant Governmental  Authority with respect to such refund).  Such indemnifying party, upon the request of such  





 






TERM LOAN AGREEMENT  FMC CORPORATION   37       WEIL:\98220939\8\35899.0612  indemnified party, shall repay to such indemnified party the amount paid over pursuant to this  paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental  Authority) in the event that such indemnified party is required to repay such refund to such  Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (h), in no  event will the indemnified party be required to pay any amount to an indemnifying party pursuant  to this paragraph (h) the payment of which would place the indemnified party in a less favorable  net after-Tax position than the indemnified party would have been in if the Tax subject to  indemnification and giving rise to such refund had not been deducted, withheld or otherwise  imposed and the indemnification payments or additional amounts with respect to such Tax had  never been paid.  This paragraph shall not be construed to require any indemnified party to make  available its Tax returns (or any other information relating to its Taxes that it deems confidential)  to the indemnifying party or any other Person.  (i) 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.  (j) If the Borrower is required to pay any Lender any Taxes under Section  2.12(c) or (d), such Lender shall be an “Affected Person”, and the Borrower shall have the rights  set forth in Section 3.08 to replace such Affected Person.  (k) Survival. Each party’s obligations under this Section shall survive the  resignation or replacement of the Administrative Agent or any assignment of rights by, or the  replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or  discharge of all obligations under any Loan Document.  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 Loans made by it (other than as expressly provided herein) in  excess of its ratable share of payments on account of the Loans obtained by all such Lenders,  such Lender shall forthwith purchase from such other Lenders such participations in the 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.  The 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 the  Borrower in the amount of such participation.  SECTION 2.14 Conversion or Continuation of Loans.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   38       WEIL:\98220939\8\35899.0612  (a) The 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 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 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 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 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 Loans, then, upon the expiration of the  applicable Interest Period, such Loans shall be automatically Converted to Base Rate Loans.   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 [Intentionally Deleted].  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’s Commitment and Loans 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 and Loans;  





 






TERM LOAN AGREEMENT  FMC CORPORATION   39       WEIL:\98220939\8\35899.0612  provided, that (A) the amount which a Non-Defaulting Lender will be required to  advance 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 the Borrower, the Administrative Agent or any other Lender may have  against such Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting  Lender; and  (ii) in the case of each Defaulting Lender, any amount paid by the  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 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 post-default interest and then current interest due and payable to  the Lenders hereunder other than Defaulting Lenders as a result of such Defaulting  Lender’s breach of its obligations under this Agreement as determined in any judgment  of a court of competent jurisdiction obtained by any Lender against such Defaulting  Lender, ratably among them in accordance with the amounts of such interest then due and  payable to them, third to the payment of fees then due and payable to the Non-Defaulting  Lenders hereunder as a result of such Defaulting Lender’s breach of its obligations under  this Agreement as determined in any judgment of a court of competent jurisdiction  obtained by any Lender against such Defaulting Lender, ratably among them in  accordance with the amounts of such fees then due and payable to them, fourth to the  ratable payment of other amounts then due and payable to the Non-Defaulting Lenders as  a result of such Defaulting Lender’s breach of its obligations under this Agreement as  determined in any judgment of a court of competent jurisdiction obtained by any Lender  against such Defaulting Lender, fifth 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.  (b) [Intentionally Deleted].  (c) [Intentionally Deleted].  (d) Termination of Defaulting Lender Commitments.  The 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 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 the Borrower, the Administrative Agent  or any Lender may have against such Defaulting Lender.  (e) Cure.  If the Borrower and Administrative Agent agree in writing in their  discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a  





 






TERM LOAN AGREEMENT  FMC CORPORATION   40       WEIL:\98220939\8\35899.0612  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 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 Borrower 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.  SECTION 2.17 Acknowledgment and Consent to Bail-In of  Affected Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document  or in any other agreement, arrangement or understanding of the parties hereto, each such party  acknowledges that any liability of any Affected Financial Institution arising under any Loan  Document, to the extent such liability is unsecured, may be subject to the write-down and  conversion powers of the applicable Resolution Authority and agrees and consents to, and  acknowledges and agrees to be bound by:  (a) the application of any Write-Down and Conversion Powers by the  applicable Resolution Authority to any such liabilities arising hereunder which may be payable to  it by any party hereto that is an Affected Financial Institution; and  (b) the effects of any Bail-in Action on any such liability, including, if  applicable:   (i) a reduction in full or in part or cancellation of any such liability;  (ii) a conversion of all, or a portion of, such liability into shares or  other instruments of ownership in such Affected Financial Institution, its parent entity, or  a bridge institution that may be issued to it or otherwise conferred on it, and that such  shares or other instruments of ownership will be accepted by it in lieu of any rights with  respect to any such liability under this Agreement or any other Loan Document; or   (iii) the variation of the terms of such liability in connection with the  exercise of the write-down and conversion powers of the applicable Resolution  Authority.  SECTION 2.18 Benchmark Replacement Setting.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   41       WEIL:\98220939\8\35899.0612  (a) Benchmark Replacement. Notwithstanding anything to the contrary  herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in  Election, as applicable, and its related Benchmark Replacement Date have occurred for Dollars  prior to the Reference Time in respect of any setting of a then-current Benchmark for Dollars,  then (x) if a Benchmark Replacement is determined in accordance with clause (i) or (ii) of the  definition of “Benchmark Replacement” for such Benchmark Replacement Date, such  Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any  Loan Document in respect of such Benchmark setting and subsequent Benchmark settings  without any amendment to, or further action or consent of any other party to, this Agreement or  any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with  clause (iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement  Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and  under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New  York City time) on the fifth (5th) Business Day after the date notice of such Benchmark  Replacement is provided to the Lenders without any amendment to, or further action or consent  of any other party to, this Agreement or any other Loan Document so long as the Administrative  Agent has not received, by such time, written notice of objection to such Benchmark  Replacement from Lenders comprising the Required Lenders. If (i) a Benchmark Replacement  Date has occurred for USD LIBOR and the applicable Benchmark Replacement on such  Benchmark Replacement Date for USD LIBOR is a Benchmark Replacement other than the sum  of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently,  the Relevant Governmental Body recommends for use a forward-looking term rate based on  SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent  review the administrative feasibility of such recommended forward-looking term rate for  purposes of this Agreement and (iii) following such request from the Borrower, the  Administrative Agent determines (in its sole discretion) that such forward looking term rate is  administratively feasible for the Administrative Agent, then the Administrative Agent may (in its  sole discretion) provide the Borrower and Lenders with written notice that from and after a date  identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred  and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a  Benchmark Replacement determined in accordance with clause (i) of the definition of  “Benchmark Replacement” under this Section 2.18(a); provided, however, that if upon such  Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be  determined in accordance with clause (i) of the definition of “Benchmark Replacement” and the  corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark  Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date  shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for  purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark  Replacement Adjustment which was established in accordance with the definition of “Benchmark  Replacement Adjustment” on the date determined in accordance with the definition of  “Benchmark Replacement Date” hereunder) and (ii) such forward looking term rate shall be  deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all  purposes hereunder or under any Loan Document in respect of any Benchmark setting and any  subsequent Benchmark settings, without any amendment to, or further action or consent of any  other party to, this Agreement or any other Loan Document.  For the avoidance of doubt, if the  circumstances described in the immediately preceding sentence shall occur, all applicable  provisions set forth in this Section titled “Benchmark Replacement Setting” shall apply with  respect to such election of the Administrative Agent as completely as if such forward-looking  term rate was initially determined in accordance with clause (i) of the definition of “Benchmark  





 






TERM LOAN AGREEMENT  FMC CORPORATION   42       WEIL:\98220939\8\35899.0612  Replacement”, including, without limitation, the provisions set forth in clauses (b) and (f) of this  Section 2.18.  (b) Benchmark Replacement Conforming Changes. In connection with the  implementation of any Benchmark Replacement, the Administrative Agent will have the right to  make Benchmark Replacement Conforming Changes from time to time and, notwithstanding  anything to the contrary herein or in any other Loan Document, any amendments implementing  such Benchmark Replacement Conforming Changes will become effective without any further  action or consent of any other party to this Agreement or any other Loan Document.  (c) Notices; Standards for Decisions and Determinations. The  Administrative Agent will promptly notify the Borrower and the Lenders of (i) any Benchmark  Replacement Date and the related Benchmark Replacement, (ii) the effectiveness of any  Benchmark Replacement Conforming Changes, (iii) the removal or reinstatement of any tenor of  a Benchmark pursuant to clause (d) below and (iv) the commencement of any Benchmark  Unavailability Period.  For the avoidance of doubt, any notice required to be delivered by the  Administrative Agent as set forth in this Section 2.18 may be provided, at the option of the  Administrative Agent (in its sole discretion), in one or more notices and may be delivered  together with, or as part of any amendment which implements any Benchmark Replacement or  Benchmark Replacement Conforming Changes.  Any determination, decision or election that may  be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant  to this Section 2.18, including any determination with respect to a tenor, rate or adjustment or of  the occurrence or non-occurrence of an event, circumstance or date and any decision to take or  refrain from taking any action or any selection, will be conclusive and binding absent manifest  error and may be made in its or their sole discretion and without consent from any other party to  this Agreement or any other Loan Document, except, in each case, as expressly required pursuant  to this Section 2.18.  (d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the  contrary herein or in any other Loan Document, at any time (including in connection with the  implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate  (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not  displayed on a screen or other information service that publishes such rate from time to time as  selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor  for the administrator of such Benchmark has provided a public statement or publication of  information announcing that any tenor for such Benchmark is or will be no longer representative,  then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark  settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a  tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a  screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is  not, or is no longer, subject to an announcement that it is or will no longer be representative for a  Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify  the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such  previously removed tenor.  (e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice  of the commencement of a Benchmark Unavailability Period with respect to a Benchmark for  Dollars, the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or  continuation of Eurocurrency Loans in Dollars to be made, converted or continued during any  





 






TERM LOAN AGREEMENT  FMC CORPORATION   43       WEIL:\98220939\8\35899.0612  Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have  converted any such request into a request for a Borrowing of or conversion to Base Rate Loans.  During any Benchmark Unavailability Period or at any time that a tenor for the then-current  Benchmark is not an Available Tenor, to the extent a component of Base Rate is based upon the  then-current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark or  tenor will not be used in any determination of Base Rate.    (f) Disclaimer. The Administrative Agent does not warrant or accept any  responsibility for, and shall not have any liability with respect to (i) the administration,  submission or any other matter related to the London interbank offered rate or other rates in the  definition of “Eurocurrency Rate” or with respect to any alternative or successor rate thereto, or  replacement rate thereof (including, without limitation any Benchmark Replacement implemented  hereunder), (ii) the composition or characteristics of any such Benchmark Replacement, including  whether it is similar to, or produces the same value or economic equivalence to USD LIBOR or  any other then-current Benchmark or have the same volume or liquidity as did USD LIBOR or  any other then-current Benchmark, (iii) any actions or use of its discretion or other decisions or  determinations made with respect to any matters covered by this Section 2.18 including, without  limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack  thereof of unavailable or non-representative tenors, the implementation or lack thereof of any  Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices  required by clause (c) above or otherwise in accordance herewith, and (iv) the effect of any of the  foregoing provisions of this Section 2.18.    ARTICLE III    MAKING THE LOANS  SECTION 3.01 Making the Loans.  (a) Each 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  Borrowing, and (y) 11:00 A.M. (New York City time) on the day of a Base Rate Borrowing, by  the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof.   Each notice of a Borrowing (a “Notice of Borrowing”) shall be made 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 Borrowing (which shall be a Business Day), (ii) Type of Loan  comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) in the case of a  Borrowing comprised of Eurocurrency Rate Loans, the Interest Period for each such Loan, and  (v) the name of the 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 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 Borrowing),  make available for the account of its Applicable Lending Office to the Administrative Agent at  the Administrative Agent’s Account 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 Borrower in such manner as the Administrative Agent and  the Borrower may agree.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   44       WEIL:\98220939\8\35899.0612  (b) Anything in subsection (a) above to the contrary notwithstanding, the  Borrower may not select Eurocurrency Rate Loans for any Borrowing if the aggregate amount of  such Borrowing is less than $1,000,000.   (c) Subject to Sections 2.09(c) and 3.06, each Notice of Borrowing shall be  irrevocable and binding on the Borrower.  (d) Unless the Administrative Agent shall have received notice from a  Lender prior to the time any Borrowing is required to be made that such Lender will not make  available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the  Administrative Agent may assume that such Lender has made such portion available to the  Administrative Agent on the date of such 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 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 Borrower agrees 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 the Borrower until the date such amount is repaid to the Administrative Agent,  at (i) in the case of the Borrower, the interest rate applicable at the time to Loans comprising such  Borrowing and (ii) in the case of such Lender, the Federal Funds Rate, provided that the  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 the 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 Loan as part of such Borrowing for purposes of this Agreement.  (e) The failure of any Lender to make the Loan to be made by it as part of  any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its  Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any  other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.    SECTION 3.02 [Intentionally Deleted].  SECTION 3.03 [Intentionally Deleted].  SECTION 3.04 [Intentionally Deleted].   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 after 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 (x) any increase in the cost to any Lender of agreeing to make or making,  funding or maintaining Eurocurrency Rate Loans or (y) subject any Recipient to any Taxes (other  than (A) Indemnified Taxes, or (B) Taxes described in clauses (b) through (d) of the definition of  





 






TERM LOAN AGREEMENT  FMC CORPORATION   45       WEIL:\98220939\8\35899.0612  Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,  commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable  thereto, then the Borrower 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 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.  (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 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  Borrower 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  hereunder.  A certificate as to such amounts submitted to the 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 the Borrower shall not 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 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 Borrower 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 Borrower through the  Administrative Agent) equal to the product of the following for each Eurocurrency Rate Loan for  each day during such Interest Period:  





 






TERM LOAN AGREEMENT  FMC CORPORATION   46       WEIL:\98220939\8\35899.0612  (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.  (e) If the Borrower is required to pay any Lender any amounts under this  Section 3.05, the applicable Lender shall be an “Affected Person”, and the 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 or foreign  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 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 its  Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate  Loans or to fund or maintain Eurocurrency Rate Loans, then, subject to the provisions of Section  3.08, (i) the obligation of such Lender to make Eurocurrency Rate Loans hereunder 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  (iii) such Lender shall be an “Affected Person”, and the 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  shall review the circumstances giving rise to such suspension at least weekly and shall notify the  Borrower, the Administrative Agent 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.  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 or foreign  regulatory authorities are deemed to have been introduced or adopted after the date hereof,  regardless of the date enacted or adopted.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   47       WEIL:\98220939\8\35899.0612  SECTION 3.07 Reasonable Efforts to Mitigate.  Each Lender  shall use its reasonable best efforts (consistent with its internal policy and legal and regulatory  restrictions) to minimize any amounts payable by the Borrower under Section 3.05  and to  minimize any period of illegality described in Section 3.06.  Without limiting the generality of the  foregoing, each Lender agrees that, to the extent reasonably possible to such Lender, 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 further agrees to notify the Borrower promptly, but in any event  within five Business Days, after such Lender 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.  In  the event (i) the Borrower is required to pay any Taxes with respect to an Affected Person  pursuant to Section 2.12(d) or any amounts with respect to an Affected Person pursuant to  Section 3.05, (ii) the 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 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) another financial  institution which is an Eligible Assignee and is reasonably satisfactory to the 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), shall agree, as of such date, to purchase for cash and at par the  Loans of the Affected Person, pursuant to an Assignment and Acceptance and to become a  Lender 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 and (ii) the 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 the 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 and payments owing under Section 9.04(c).  SECTION 3.09 Use of Proceeds.  The proceeds of the Loans  shall be available (and the Borrower agrees that it shall use such proceeds) for refinancing of  existing debt and other general corporate purposes of the Borrower and its Subsidiaries; provided  that neither any Lender nor the Administrative Agent shall have any responsibility for the use of  any of the proceeds of Loans.  ARTICLE IV    CONDITIONS OF LENDING  SECTION 4.01 Conditions Precedent to Effective Date.  The  Lenders’ Commitments shall not become effective hereunder until the date occurring on or before  November 30, 2021 (the “Effective Date”) on which each of the following conditions shall be  satisfied (or waived in accordance with Section 9.01):    





 






TERM LOAN AGREEMENT  FMC CORPORATION   48       WEIL:\98220939\8\35899.0612  (a) The Administrative Agent shall have received 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 the Borrower.  (ii) Upon request of any Lender, the Notes payable by the Borrower  to the order of each such Lender.  (iii) Certified copies of (w) the charter and by-laws of the Borrower,  (x) the resolutions of the board of directors (or equivalent governing body) of the  Borrower authorizing and approving this Agreement and the Notes and the transactions  contemplated by the Loan Documents, (y) all documents evidencing other necessary  corporate action and governmental approvals, if any, with respect to the Loan Documents  and (z) a long form good standing certificate (or its equivalent) for the Borrower from its  jurisdiction of organization.  (iv) A certificate of the secretary or an assistant secretary (or  equivalent officer) of the Borrower certifying the names and true signatures of the  officers of the Borrower authorized to sign this Agreement and the Notes and the other  documents to be delivered hereunder.   (v) A favorable opinion of Morgan, Lewis & Bockius LLP, U.S.,  counsel to the Borrower in form and substance reasonably acceptable to the  Administrative Agent and Lenders and covering such customary matters relating hereto  as any Lender, through the Administrative Agent, may reasonably request.   (vi) A certificate of a senior officer of the 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 the 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 Borrower required by bank  regulatory authorities under applicable “know-your-customer” and anti-money  laundering rules and regulations, including the Patriot Act and to the extent applicable to  the Borrower that constitutes a “legal entity customer” under 31 C.F.R. §1010.230 (the  “Beneficial Ownership Regulation”), a certification regarding beneficial ownership as  required by the Beneficial Ownership Regulation (each, a “Beneficial Ownership  Certificate”), in each case, 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 Borrower has paid all accrued fees and expenses of  the Administrative Agent (including, without limitation, amounts then payable under the Fee  Letter) and the Lenders hereunder (including the fees and expenses of counsel to the  Administrative Agent to the extent then payable).  





 






TERM LOAN AGREEMENT  FMC CORPORATION   49       WEIL:\98220939\8\35899.0612  SECTION 4.02 Conditions Precedent to Closing Date.  The  obligation of each Lender to make a Loan requested by the Borrower in accordance with Section  3.01 shall be subject to the satisfaction, on or before November 30, 2021, of each of the following  conditions (or waiver thereof in accordance with Section 9.01):  (a) The Effective Date shall have occurred.  (b) The Administrative Agent shall have received a Notice of Borrowing in  accordance with Section 3.01(a).  (c) Confirmation that the Borrower has paid all accrued fees and expenses of  the Administrative Agent (including, without limitation, amounts then payable under the Fee  Letter) and the Lenders hereunder (including the fees and expenses of counsel to the  Administrative Agent to the extent then payable).  (d) On the Closing Date the following statements shall be true (and the  acceptance by the Borrower of Loans shall constitute a representation and warranty by such  Borrower that on the Closing Date such statements are true):  (i) The representations and warranties contained in Article V  (Representations and Warranties) 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 Closing Date, before and after giving effect to the  making of the Loans 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 Closing Date, 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 Borrower represents and warrants to the Lenders that as of the Effective  Date and as of the Closing Date:  SECTION 5.01 Corporate Existence; Compliance with Law.  The 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,  





 






TERM LOAN AGREEMENT  FMC CORPORATION   50       WEIL:\98220939\8\35899.0612  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  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 the Borrower of the Loan  Documents to which it is a party and the consummation of the transactions contemplated thereby:  (i) are within the Borrower’s corporate, limited liability company,  partnership or other organizational powers;  (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 the Borrower’s or any of its  Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of  Law applicable to the 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 the 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 the Borrower or any of its Subsidiaries, or (D) result in the creation or  imposition of any Lien upon any property of the 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) or 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)(y), 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 the Borrower.  This Agreement is, and the other Loan Documents will be, when  delivered hereunder, the legal, valid and binding obligation of the Borrower, enforceable against  the Borrower in accordance with its terms.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   51       WEIL:\98220939\8\35899.0612  SECTION 5.03 Financial Statements.  The Consolidated balance sheet of the Borrower and its Subsidiaries as at  December 31, 2020, and the related Consolidated statements of income, changes in equity and  cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by the  Borrower’s Accountants, copies of which have been furnished to each Lender, fairly present the  Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the  Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended  on such date, all in conformity with GAAP.  SECTION 5.04 Material Adverse Change.  Since December 31, 2020, 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.  SECTION 5.05 Litigation.  Except as set forth on Schedule 5.05 (Litigation), there are no pending or, to the  knowledge of the Borrower, threatened actions, investigations or proceedings affecting the  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 the Borrower required or  contemplated by any Loan Document is not restrained or enjoined (either temporarily,  preliminarily or permanently).  SECTION 5.06 Taxes.  The 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 Borrower or the Borrower and  its Subsidiaries taken as a whole.  SECTION 5.07 Full Disclosure.  The information prepared or furnished by or on behalf of the 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. As of the date of its first delivery hereunder, each Beneficial  Ownership Certificate delivered hereunder is true and correct in all respects.  SECTION 5.08 Investment Company Act.  Neither the Borrower nor any of its Material Subsidiaries is an “investment  company” or an “affiliated Person” of, or “promoter” or “principal underwriter” for, an  





 






TERM LOAN AGREEMENT  FMC CORPORATION   52       WEIL:\98220939\8\35899.0612  “investment company,” as such terms are defined in the Investment Company Act of 1940, as  amended.  SECTION 5.09 ERISA.  (a) No ERISA Event with respect to the Borrower has occurred or is  reasonably expected to occur with respect to any Plan that, when taken individually or together  with all such other ERISA Events, has resulted or would reasonably be expected to result in a  Material Adverse Effect.  (b) Neither the 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 Borrower nor any of its ERISA Affiliates, to the best of the 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.  (c) Neither the Borrower nor any of its ERISA Affiliates has been notified  by the sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent or in  endangered or critical status within the meaning of Title IV of ERISA, or has been terminated,  within the meaning of Title IV of ERISA, except where such event would not reasonably be  expected to have a Material Adverse Effect.  (d) Subject to the accuracy of the representations of the Lenders in Section  9.17, no Person who for purposes of Title IV of ERISA is a member of the Borrower is an entity  deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations).     SECTION 5.10 Environmental Matters.  Except as disclosed in the Borrower’s SEC filings filed with respect to period  ending on or prior to December 31, 2020:  (a) The operations of the 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 Borrower or any of its Material Subsidiaries or any real  property currently or, to the knowledge of the Borrower, previously owned, operated or leased by  or for the Borrower or any of its Material Subsidiaries is subject to any pending or, to the  knowledge of the 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 Borrower or any of its Material Subsidiaries that is a  Domestic Subsidiary is a treatment, storage or disposal facility requiring a Permit under the  





 






TERM LOAN AGREEMENT  FMC CORPORATION   53       WEIL:\98220939\8\35899.0612  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 Borrower or of real property owned, operated or leased by  the 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 Borrower or any of its Material Subsidiaries and, to the knowledge of the  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 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 good title, valid  leasehold interest or valid legal right, in the aggregate, would not reasonably be expected to have  a Material Adverse Effect.  SECTION 5.12 Sanctions.  Each of the Borrower and its Subsidiaries are in compliance with applicable  Sanctions.  None of the Borrower, its Subsidiaries or any of their respective directors, officers,  employees, agents, or affiliates is a Sanctioned Person.  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, except to the extent permissible for a Person required to comply with  Sanctions or (B) in any other manner that would result in a violation by any Person of any  Sanctions.  SECTION 5.13 Anti-Corruption Laws; Anti-Money Laundering  Laws.  The Borrower has implemented and maintains in effect policies and procedures  designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,  officers, employees, brokers and agents with Anti-Corruption Laws and Anti-Money Laundering  Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers  and employees and to the knowledge of the Borrower, its and its Subsidiaries’ respective  directors, brokers and agents, are in compliance with Anti-Corruption Laws and Anti-Money  Laundering Laws in all material respects.  No part of any Borrowing, the use of proceeds  therefrom or any other transaction contemplated by this Agreement will violate Anti-Corruption  Laws or Anti-Money Laundering Laws.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   54       WEIL:\98220939\8\35899.0612  SECTION 5.14 Solvency.  The Borrower and its Subsidiaries are, on the Closing Date after giving effect to  the making of the Loans and the uses of proceeds contemplated by Section 3.09, on a  consolidated basis, Solvent.  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 or any Lender shall have any Commitment  hereunder, the 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 Borrower shall maintain as of the last  day of each Fiscal Quarter a Leverage Ratio of not more than the applicable level set forth below  adjacent to such Fiscal Quarter ending on such day:   Fiscal Quarter Ending Maximum Leverage Ratio  December 31, 2021 and thereafter 3.50:1.00    (b) Minimum Interest Coverage Ratio.  The Borrower shall maintain an  Interest Coverage Ratio, as determined as of the last day of each Fiscal Quarter, for the four  consecutive Fiscal Quarters ending on such day, of not less than 3.50 to 1.00.   SECTION 6.02 Reporting Covenants.  So long as any  obligations under this Agreement or any Note shall remain unpaid or any Lender shall have any  Commitment hereunder, the Borrower agrees with the Administrative Agent to each of the  following, unless the Required Lenders shall otherwise consent in writing:  (a) Financial Statements.  The 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 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 Borrower as fairly presenting the Consolidated financial position of the 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).  





 






TERM LOAN AGREEMENT  FMC CORPORATION   55       WEIL:\98220939\8\35899.0612  (ii) Annual Reports.  Within 90 days after the end of each Fiscal  Year, financial information regarding the Borrower and its Subsidiaries consisting of  Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such  year and related statements of income, changes in equity and cash flows of the 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 Borrower’s Accountants,  together with the report of such accounting firm stating that (A) such Financial  Statements fairly present the Consolidated financial position of the 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 Borrower (each, a “Compliance Certificate”) (A) showing in reasonable  detail the calculations used in determining the Leverage Ratio and Interest Coverage  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 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 the 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 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 shall be in writing; and   (ii) As soon as practicable, and in any event within five Business  Days after a Responsible Officer of any of the Borrower or any of its Material  Subsidiaries has actual knowledge of the existence of any default under any Indebtedness  of the 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 Borrower shall give the Administrative Agent notice specifying the nature of such  default, including the anticipated effect thereof, which notice shall be in writing.  (c) Litigation.  Promptly after the commencement thereof, the 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  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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   56       WEIL:\98220939\8\35899.0612  judgment of the Borrower or such Material Subsidiary, exposes the Borrower or such Material  Subsidiary to liability that, if adversely determined, would reasonably be expected to have a  Material Adverse Effect.  (d) SEC Filings; Press Releases.  Promptly after the sending or filing  thereof, the Borrower shall send the Administrative Agent copies, electronic or otherwise, of  (i) all reports that the Borrower sends to its security holders generally, (ii) all reports and  registration statements that the 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 the Borrower made available by the  Borrower to the public or any other creditor.  (e) ERISA Matters.  The 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 Borrower or  any ERISA Affiliate knows or should reasonably know that any ERISA Event with  respect to the Borrower has occurred, a statement of a principal financial officer of the  Borrower describing such ERISA Event and the action, if any, which the 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 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 Borrower or any ERISA Affiliate from the sponsor of a Multiemployer  Plan, a copy of each notice received by the Borrower or any ERISA Affiliate (1) that it  has incurred a Withdrawal Liability to a Multiemployer Plan, (2) of being insolvent or in  endangered or critical status 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 Borrower or any ERISA Affiliate in connection with any event described  in clause (1) or (2) above.  (f) Other Information.  The Borrower shall provide the Administrative  Agent and each requesting Lender with such other information with respect to the business,  properties, condition, financial or otherwise, or operations of the Borrower or any of its  Subsidiaries as the Administrative Agent or such Lender through the Administrative Agent may  from time to time reasonably request.  (g) Deemed Delivery. Information required to be delivered pursuant to  Section 6.02(a) or (d) above shall be deemed to have been delivered if such information, or one or  more annual or quarterly reports containing such information, shall have been posted by the  Administrative Agent on DebtDomain, IntraLinks, SyndTrak or a similar site to which the  Lenders have been granted access or such reports shall be available on the website of the SEC at  http://www.sec.gov or on the Borrower’s website at http://www.fmc.com.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   57       WEIL:\98220939\8\35899.0612  SECTION 6.03 Affirmative Covenants.  So long as any  obligations under this Agreement or any Note shall remain unpaid or any Lender shall have any  Commitment hereunder, the 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 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).  (b) Compliance with Laws, Etc.  The 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 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 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 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 Borrower or the appropriate Subsidiary in  conformity with GAAP or locally applicable accounting principles.  (e) Maintenance of Insurance.  The 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 Borrower or such  Subsidiary operates.  (f) Access.  The 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 Borrower and each of its Material Subsidiaries, (ii) visit the  properties of the Borrower and each of its Material Subsidiaries, (iii) discuss the affairs, finances  and accounts of the 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 Borrower’s Accountants).  The Borrower shall authorize its certified public  accountants (including the Borrower’s 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 Borrower and that such  accountants may have with respect to the business, financial condition, results of operations or  





 






TERM LOAN AGREEMENT  FMC CORPORATION   58       WEIL:\98220939\8\35899.0612  other affairs of the 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 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 Borrower and each such Material Subsidiary.  (h) Maintenance of Properties, Etc.  The 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 proceeds of the Loans  shall be used by the Borrower (i) to redeem the Notes, (ii) to refinance certain of the Borrower’s  other existing Indebtedness, (iii) for general corporate purposes and/or (iv) to pay any related  transaction costs, fees, taxes and expenses.  (j) Environmental.  The 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 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 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 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.  The Borrower will maintain in effect and enforce policies  and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their  respective directors, officers, employees, brokers and agents with Anti-Corruption Laws, Anti- Money Laundering Laws and applicable Sanctions.  SECTION 6.04 Negative Covenants.  So long as any obligations  under this Agreement or any Note shall remain unpaid or any Lender shall have any Commitment  hereunder, the Borrower agrees with the Administrative Agent to each of the following, unless  the Required Lenders shall otherwise consent in writing:  (a) Liens, Etc.  The 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:  





 






TERM LOAN AGREEMENT  FMC CORPORATION   59       WEIL:\98220939\8\35899.0612  (i) Liens existing on the date of this Agreement and disclosed on  Schedule 6.04(a) (Existing Liens);  (ii) Customary Permitted Liens of the Borrower and the Borrower’s  Material Subsidiaries;  (iii) purchase money Liens granted by the Borrower or any Material  Subsidiary of the 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 Borrower or any Material Subsidiary of the 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 clause (vii) does not exceed $500,000,000;   (viii) [reserved]; and  (ix) 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 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 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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   60       WEIL:\98220939\8\35899.0612  acquired) essential to the conduct of the business of the 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) the  Borrower, so long as the 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 Borrower may, directly or indirectly, sell all or 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 Borrower’s  board of directors.   (c) Change in Nature of Business.  The 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 Borrower shall not, nor  shall it permit any of its Subsidiaries to, 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 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 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 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 Borrower and  its Material Subsidiaries, as done in the ordinary course of such businesses.  (h) Compliance with ERISA.  The 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.  The Borrower will not request any Loan, and the  Borrower shall not use (and the Borrower shall procure that its Subsidiaries and its or their  respective directors, officers, employees, brokers and agents shall not use) the proceeds of any  Loan (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, except to the extent permissible for a Person required to comply with Sanctions, or (C)  in any other manner that would result in the violation by any Person of any Sanctions.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   61       WEIL:\98220939\8\35899.0612  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) The Borrower shall fail to pay any principal of any Loan when the  same becomes due and payable; or (ii) the Borrower shall fail to pay any interest on any Loan 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 the Borrower  herein or by the 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 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 Borrower by the Administrative Agent or the Required Lenders; or  (d) (i) The 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 $100,000,000 in the aggregate (but excluding Indebtedness evidenced by the  Notes) of the 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  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  Borrower or one of its Material Subsidiaries, an Event of Default will not exist under this  clause (d) so long as the 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 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 any proceeding shall  be instituted by or against the Borrower or any of its Material Subsidiaries seeking to adjudicate it  





 






TERM LOAN AGREEMENT  FMC CORPORATION   62       WEIL:\98220939\8\35899.0612  as 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 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  $100,000,000 in the aggregate and not covered by insurance shall be rendered against the  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 with respect to the Borrower 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 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; or   (i) The Borrower or any ERISA Affiliate shall have been notified by the  sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent or in endangered or  critical status 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; or  (j) 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 Borrower, declare the obligation of  each Lender to make Loans 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  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 the 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 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 the Borrower.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   63       WEIL:\98220939\8\35899.0612  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 (or  such other number or percentage of the Lenders as shall be expressly provided for herein or in the  other Loan Documents), and such instructions shall be binding upon all Lenders and all holders of  Notes; provided that the 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 the 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 the 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 the  Borrower or to inspect the property (including the books and records) of the 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  electronic mail, 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, and the Syndication Agents, 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.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   64       WEIL:\98220939\8\35899.0612  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 and the  Notes issued to it as a Lender, each of the Agents party to this Agreement as Lender shall have  the same rights and powers under this Agreement as any other Lender in its capacity as a Lender  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.  Each Agent, in its individual capacity as a Lender, 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, the Borrower, any of its Subsidiaries and any Person who may do business with or  own securities of the 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 other Lender  and based on the 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 ratably according to their respective pro rata shares 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.  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 fees and expenses of counsel 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 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 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 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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   65       WEIL:\98220939\8\35899.0612  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.  SECTION 8.07 No Other Duties, Etc.  Anything herein to the contrary  notwithstanding, none of the Arrangers, or the Syndication Agents 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.   SECTION 8.08 Incorrect Payment.  (a) If the Administrative Agent notifies a Lender or any Person who has  received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”)  that the Administrative Agent has determined in its sole discretion (whether or not after receipt of  any notice under immediately succeeding clause (b)) that any funds received by such Payment  Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to,  or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not  known to such Lender or other Payment Recipient on its behalf) (any such funds, whether  received as a payment, prepayment or repayment of principal, interest, fees, distribution or  otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of  such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain  the property of the Administrative Agent and shall be segregated by the Payment Recipient and  held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to  any Payment Recipient who received such funds on its behalf, shall cause such Payment  Recipient to) promptly, but in no event later than two Business Days thereafter, return to the  Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which  such a demand was made, in same day funds, together with interest thereon in respect of each day  from and including the date such Erroneous Payment (or portion thereof) was received by such  Payment Recipient to the date such amount is repaid to the Administrative Agent in same day  funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent  in accordance with banking industry rules on interbank compensation from time to time in effect.  A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be  conclusive, absent manifest error.  (b) Without limiting immediately preceding clause (a), each Lender, or any  Person who has received funds on behalf of a Lender, hereby further agrees that if it receives a  payment, prepayment or repayment (whether received as a payment, prepayment or repayment of  principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its  Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a  notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its  Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or  accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent  





 






TERM LOAN AGREEMENT  FMC CORPORATION   66       WEIL:\98220939\8\35899.0612  (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes  aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:  (i) (A) in the case of immediately preceding clauses (x) or (y), an  error shall be presumed to have been made (absent written confirmation from the  Administrative Agent to the contrary) or (B) an error has been made (in the case of  immediately preceding clause (z)), in each case, with respect to such payment,  prepayment or repayment; and  (ii) such Lender shall (and shall cause any other recipient that  receives funds on its respective behalf to) promptly (and, in all events, within one  Business Day of its knowledge of such error) notify the Administrative Agent of its  receipt of such payment, prepayment or repayment, the details thereof (in reasonable  detail) and that it is so notifying the Administrative Agent pursuant to this Section  8.08(b).    (c) Each Lender hereby authorizes the Administrative Agent to set off, net  and apply any and all amounts at any time owing to such Lender under any Loan Document, or  otherwise payable or distributable by the Administrative Agent to such Lender from any source,  against any amount due to the Administrative Agent under immediately preceding clause (a) or  under the indemnification provisions of this Agreement.  (d) In the event that an Erroneous Payment (or portion thereof) is not  recovered by the Administrative Agent for any reason, after demand therefor by the  Administrative Agent in accordance with immediately preceding clause (a), from any Lender that  has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient  who received such Erroneous Payment (or portion thereof) on its respective behalf) (such  unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative  Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its  Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the  “Erroneous Payment Impacted Loan”) in an amount equal to the Erroneous Payment Return  Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of  the Loans (but not Commitments) of the Erroneous Payment Impacted Loan, the “Erroneous  Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the  assignment fee to be waived by the Administrative Agent in such instance), and is hereby  (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or,  to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference  pursuant to a Platform as to which the Administrative Agent and such parties are participants)  with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver  any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the  Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment  Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the  assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment  Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with  respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of  doubt, its obligations under the indemnification provisions of this Agreement and its applicable  Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent  may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment  





 






TERM LOAN AGREEMENT  FMC CORPORATION   67       WEIL:\98220939\8\35899.0612  Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired  pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of  such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be  reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative  Agent shall retain all other rights, remedies and claims against such Lender (and/or against any  recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous  Payment Deficiency Assignment will reduce the Commitments of any Lender and such  Commitments shall remain available in accordance with the terms of this Agreement.  In addition,  each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan  (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and  irrespective of whether the Administrative Agent may be equitably subrogated, the  Administrative Agent shall be contractually subrogated to all the rights and interests of the  applicable Lender under the Loan Documents with respect to each Erroneous Payment Return  Deficiency (the “Erroneous Payment Subrogation Rights”).  (e) The parties hereto agree that an Erroneous Payment shall not pay,  prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower, except, in  each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such  Erroneous Payment that is, comprised of funds received by the Administrative Agent from the  Borrower for the purpose of making such Erroneous Payment.   (f) To the extent permitted by applicable law, no Payment Recipient shall  assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive,  any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,  claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment  received, including without limitation waiver of any defense based on “discharge for value” or  any similar doctrine.  (g) Each party’s obligations, agreements and waivers under this Section 8.08  shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or  obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the  repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan  Document.  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 the 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)  reduce any fees or other amounts payable hereunder, (b) postpone any date fixed for any  payment of any fees or other amounts payable hereunder, (c) 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, or  (d) amend this Section 9.01 or any other Section of this Agreement, the effect of which  





 






TERM LOAN AGREEMENT  FMC CORPORATION   68       WEIL:\98220939\8\35899.0612  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 under this Agreement or any Note, unless such amendment, waiver or  consent is in writing and signed by the Administrative Agent in addition to the Lenders required  above to take such action, (2) subject to the provisions of Section 2.06, no amendment, waiver or  consent shall reduce the principal of, or interest on, the Loans or Notes or postpone any date fixed  for any payment of principal of, or interest on, the Loans or Notes, unless in each case signed by  all of the Lenders and (3) no amendment, waiver or consent shall extend the Maturity Date of the  Loans or increase the Commitment or Loans of any Lender or subject any Lender to any  additional obligations or extend the Commitment of such Lender, unless signed by such Lender.  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  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 Borrower:   FMC Corporation  FMC Tower at Cira Centre South  2929 Walnut Street  Philadelphia, PA 19104,   Attention: Brian Blair,                    Vice President and Treasurer  E-Mail Address: fmc_treasurer@fmc.com  with a copy to:    Morgan, Lewis & Bockius LLP  1701 Market Street  Philadelphia, Pennsylvania 19103  Attention: Andrew T. Budreika  Fax Number: (215) 963-5001  





 






TERM LOAN AGREEMENT  FMC CORPORATION   69       WEIL:\98220939\8\35899.0612  E-Mail Address: andrew.budreika@morganlewis.com     (ii)  if to the Administrative Agent:  Citibank, N.A.  One Penns Way  Ops II, Floor 2  New Castle, DE 19720   Attention: Bank Loan Syndications Department  Fax Number: (646) 274-5080  E-Mail Address: AgencyABTFSupport@citi.com with a copy to  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:    388 Greenwich Street  New York, NY 10013  Attention: David Jaffe   Telephone: (212) 816-4880   Facsimile: (646) 291-1029   Email: david.jaffe@citi.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.  (b) 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) or VIII (The Administrative  Agent) shall not be effective until received by the Administrative Agent.  (c) Electronic Communications.  (i) Delivery of Communications by the Borrower.  The Borrower  (on behalf of itself) 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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   70       WEIL:\98220939\8\35899.0612  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 of  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, SyndTrak 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  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.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   71       WEIL:\98220939\8\35899.0612  (vi) Limitation on use of Platform.  Notwithstanding the foregoing, if  the 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 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 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 Borrower.  The  Administrative Agent agrees to immediately inform the 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 Administrative Agent to exercise, and no delay in exercising, any right hereunder  or under any 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 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 Borrower  further agrees to pay on demand all reasonable expenses of the Lenders (including, without  limitation, reasonable fees and expenses of counsel (including, without duplication, internal  counsel)) 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) The 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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   72       WEIL:\98220939\8\35899.0612  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 the 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 the gross negligence or willful misconduct of such  Indemnified Party or any of its Related Parties.  The 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.  Each of the Lenders and the Administrative Agent agrees not to  assert any claim against the 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; provided, that such waiver of consequential, indirect, special or punitive damages shall not  limit the indemnification obligations of the Borrower under this Section 9.04(b). For purposes of  this Section 9.04(b), a “Related Party” of an Indemnified Party means (i) any controlling Person,  controlled Affiliate or Subsidiary of such Indemnified Party and (ii) the respective directors,  officers or employees of such Indemnified Party or any of its Subsidiaries, controlled Affiliates or  controlling Persons; provided that each reference to a controlling Person, controlled Affiliate,  director, officer or employee in this sentence pertains to a controlling Person, controlled Affiliate,  director, officer or employee involved in the preparation of the Loan Documents or the other  transactions contemplated thereby.   (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 3.05 or acceleration of the maturity of the Loans pursuant to Section 7.01 or for any other  reason, (ii) the Borrower gives notice of a Loan conversion pursuant to Section 2.09(c) or (iii) a  Eurocurrency Loan is assigned other than on the last day of the Interest Period for such Loan as a  result of a request of the Borrower pursuant to Section 3.08, then the 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 Borrower  or the Lenders hereunder, the agreements and obligations of the Borrower contained in Sections  2.12, 3.05 and 9.04, and the agreements and obligations of each Lender under Section 9.11, and  the agreements and obligations of each party hereto under Sections 9.09, 9.12 and 9.13 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.  





 






TERM LOAN AGREEMENT  FMC CORPORATION   73       WEIL:\98220939\8\35899.0612  (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 Borrower against  any and all of its obligations under the Loan Documents,; 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)(ii) 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 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 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.  SECTION 9.06 Binding Effect.  This Agreement shall become  effective when it shall have been executed by the Borrower, the Administrative Agent and each  Lender and thereafter shall be binding upon and inure to the benefit of the Borrower, the  Administrative Agent and each Lender and their respective successors and assigns, except that the  Borrower shall not have the right to assign its rights or obligations 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,  (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,   





 






TERM LOAN AGREEMENT  FMC CORPORATION   74       WEIL:\98220939\8\35899.0612  (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 Borrower and the  Administrative Agent shall have consented to such assignment (which consents shall not  be unreasonably withheld or delayed); provided that no consent of the Borrower shall be  required if an Event of Default under Section 7.01(a) or (e) has occurred and is  continuing; provided further, that the consent of the Borrower shall be deemed to have  been received with respect to any such proposed assignment unless the Borrower has  notified the Administrative Agent in writing of its objection thereto within 10 Business  Days of the Borrower’s receipt of written notice thereof, and   (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.  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.  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 Borrower, the option to provide  to the Borrower all or any part of a Loan that such Granting Lender would otherwise be obligated  to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall  constitute a commitment by any SPC to make any Loan and (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 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  





 






TERM LOAN AGREEMENT  FMC CORPORATION   75       WEIL:\98220939\8\35899.0612  Granting Lender or to any Eligible Assignee (consented to by the 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 the Borrower or the performance or observance by the 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  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) [Intentionally Deleted].  (d) The Administrative Agent, acting solely for this purpose as a non- fiduciary agent of the Borrower, shall maintain at its address referred to in Section 9.02 a copy of  each Assignment and 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  the 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 Borrower or any Lender at any reasonable time and from  time to time upon reasonable prior notice.  The Administrative Agent shall provide the Borrower  with a copy of the Register upon reasonable request.  (e) 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  Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and  Acceptance has been completed and is in substantially the form of Exhibit C-1 hereto, (1) accept  





 






TERM LOAN AGREEMENT  FMC CORPORATION   76       WEIL:\98220939\8\35899.0612  such Assignment and Acceptance, (2) record the information contained therein in the Register  and (3) give prompt notice thereof to the Borrower.  Within five Business Days after its receipt of  such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative  Agent in exchange for the surrendered Note or Notes a new 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 Note to the order of the assigning Lender in an amount  equal to the Commitments and/or Loans retained by it hereunder.  Such new Notes shall be in an  aggregate principal amount equal to the aggregate principal amount of such surrendered 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 hereto.  Such surrendered Note or Notes shall be marked  “canceled” and shall be returned promptly to the Borrower.  (f) Each Lender may, without the consent of, or notice to, the Borrower, the  Administrative Agent or any other Person, sell participations to one or more banks or other  entities (other than (x) any natural person (or a holding company, investment vehicle or trust for,  or owned and operated for the primary benefit of, a natural person), (y) the Borrower or any  Affiliates of the Borrower or (z) any Defaulting Lender) 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 Borrower, the Administrative Agent and  the 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 the  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 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 the Effective Date, (b) is, by written notice to the  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 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 Borrower and the Administrative Agent shall be  





 






TERM LOAN AGREEMENT  FMC CORPORATION   77       WEIL:\98220939\8\35899.0612  entitled to conclusively rely on information contained in notices delivered pursuant to this  paragraph.  The Borrower agrees that each Participant shall be entitled to the benefits of Sections  2.12 and 3.05 (subject to the requirements and limitations therein, including the requirements  under Section 2.12(h)(i) (it being understood that the documentation required under  Section 2.12(h)(i) shall be delivered to the participating Lender)) to the same extent as if it were a  Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;  provided that such Participant (A) agrees to be subject to the provisions of Section 3.07 as if it  were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any  greater payment under Section 2.12 or 3.05, with respect to any participation, than its  participating Lender would have been entitled to receive, except to the extent such entitlement to  receive a greater payment results from a Change in Law that occurs after the Participant acquired  the applicable participation. To the extent permitted by law, each Participant also shall be entitled  to the benefits of Section 9.05 as though it were a Lender; provided that such Participant agrees to  be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall,  acting solely for this purpose as a non-fiduciary agent of the 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 Borrower furnished to such Lender by or on behalf of the Borrower;  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 Borrower received by it from such Lender and (ii) be bound by the  provisions of Section 9.11.  (h) Notwithstanding any other provision in this Agreement, an Eligible  Assignee shall not be entitled to receive any greater payment under Section 2.12 or 3.05 than the  assigning Lender would have been entitled to receive, except to the extent such entitlement to  receive a greater payment results from a change in law that occurs after the effective date of such  assignment.  (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 the 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), including in favor of any  





 






TERM LOAN AGREEMENT  FMC CORPORATION   78       WEIL:\98220939\8\35899.0612  Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal  Reserve System or any other central banking authority.  SECTION 9.08 [Intentionally Deleted].  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. The words “execution,” “executed,” “signed,” “signature,” and words of like  import in this Agreement shall be deemed to include electronic signatures or the keeping of  records in electronic form each of which shall be of the same legal effect, validity or  enforceability as a manually executed signature or the use of a paper-based recordkeeping system,  as the case may be, to the extent and as provided for in any applicable law, including the Federal  Electronic Signatures in Global and National Commerce Act, the New York State Electronic  Signatures and Records Act, or any other similar state laws based on the Uniform Electronic  Transactions Act; provided, that, without limiting the foregoing, upon the request of the  Administrative Agent, any electronic signature shall be promptly followed by such manually  executed counterpart.  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 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, (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 Borrower and its obligations, this Agreement or payments hereunder,  





 






TERM LOAN AGREEMENT  FMC CORPORATION   79       WEIL:\98220939\8\35899.0612  (iii) any rating agency, or (iv)  the CUSIP Service Bureau or any similar organization, (g) with  the consent of the Borrower, (h) to 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 Borrower.  For purposes of this Section 9.11, “Confidential Information” means all information received  from the Borrower or any of its Subsidiaries or any of their respective certified public accountants  (including the Borrower’s Accountants) relating to the 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  Borrower or any of its Subsidiaries, provided that, in the case of information received from the  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 the 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, the 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) The 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 Borrower at its address specified in Section 9.02.  The 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 Borrower in any other jurisdiction.  SECTION 9.13 WAIVER OF JURY TRIAL.  THE  BORROWER, THE ADMINISTRATIVE AGENT 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 OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER  





 






TERM LOAN AGREEMENT  FMC CORPORATION   80       WEIL:\98220939\8\35899.0612  IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT  THEREOF.  SECTION 9.14 USA PATRIOT Act.  Each Lender subject to the  Patriot Act hereby notifies the 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”) and the  Beneficial Ownership Regulation, it is required to obtain, verify and record information that  identifies the Borrower, including the name and address of the Borrower and other information  that will allow such Lender to identify the Borrower in accordance with the Patriot Act and the  Beneficial Ownership Regulation.  SECTION 9.15 Entire Agreement.  This Agreement, the other  Loan Documents and any separate letter agreements with respect to fees payable to the  Administrative Agent 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 9.16 No Fiduciary Duty.  Each Agent and each  Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the  “Lenders”), may have economic interests that conflict with those of the Borrower, its  stockholders and/or its Affiliates.  The 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 the Borrower, its stockholders or its  Affiliates, on the other.  The 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 Borrower, 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 the  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 the  Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the  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 the Borrower, its management,  stockholders, creditors or any other Person.  The 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.  The 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 the Borrower, in  connection with such transaction or the process leading thereto.  SECTION 9.17 Certain ERISA Matters.   (a) Each Lender (x) represents and warrants, as of the date such Person  became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender  party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the  Agents, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other  Subsidiary of the Borrower, that at least one of the following is and will be true:  





 






TERM LOAN AGREEMENT  FMC CORPORATION   81       WEIL:\98220939\8\35899.0612  (i) such Lender is not using “plan assets” (within the meaning of  Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such  Lender’s entrance into, participation in, administration of and performance of the Loans,  the Letters of Credit, the Commitments or this Agreement,  (ii) the transaction exemption set forth in one or more PTEs, such as  PTE 84-14 (a class exemption for certain transactions determined by independent  qualified professional asset managers), PTE 95-60 (a class exemption for certain  transactions involving insurance company general accounts), PTE 90-1 (a class  exemption for certain transactions involving insurance company pooled separate  accounts), PTE 91-38 (a class exemption for certain transactions involving bank  collective investment funds) or PTE 96-23 (a class exemption for certain transactions  determined by in-house asset managers), is applicable with respect to such Lender’s  entrance into, participation in, administration of and performance of the Loans, the  Letters of Credit, the Commitments and this Agreement,  (iii) (A) such Lender is an investment fund managed by a “Qualified  Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such  Qualified Professional Asset Manager made the investment decision on behalf of such  Lender to enter into, participate in, administer and perform the Loans, the Letters of  Credit, the Commitments and this Agreement, (C) the entrance into, participation in,  administration of and performance of the Loans, the Letters of Credit, the Commitments  and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of  PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection  (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,  participation in, administration of and performance of the Loans, the Letters of Credit, the  Commitments and this Agreement, or  (iv) such other representation, warranty and covenant as may be  agreed in writing between the Agent, in its sole discretion, and such Lender.  (b) In addition, unless either (1) sub-clause (i) in the immediately preceding  clause (a) is true with respect to a Lender or (2) a Lender has provided another representation,  warranty and covenant in accordance with sub-clause (iv) in the immediately preceding  clause (a), such Lender further (x) represents and warrants, as of the date such Person became a  Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party  hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agents,  and not, for the avoidance of doubt, to or for the benefit of the Borrower, or any other Subsidiary  of the Borrower, that the Agents are not a fiduciary with respect to the assets of such Lender  involved in such Lender’s entrance into, participation in, administration of and performance of  the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection  with the reservation or exercise of any rights by any Agent under this Agreement, any Loan  Document or any documents related hereto or thereto).        [SIGNATURE PAGES FOLLOW]  





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      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 Borrower    FMC CORPORATION      By: /s/ Brian J. Blair   Name: Brian J. Blair  Title:   Vice President and Treasurer        





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]       CITIBANK, N.A.,   as Administrative Agent       By: /s/ Michael Vondriska   Name: Michael Vondriska  Title:   Vice President      





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      BANK OF AMERICA, N.A., as Syndication   Agent and Lender      By: /s/ Marc Ahlers   Name: Marc Ahlers  Title: Director          





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      BNP PARIBAS, as Syndication Agent and   Lender      By: /s/ Christopher Sked   Name: Christopher Sked  Title:   Managing Director      By: /s/ Nicolas Doche   Name: Nicolas Doche  Title:   Vice President             





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      COBANK, ACB, as Syndication Agent   and Lender      By: /s/ Chuck Castles   Name: Chuck Castles   Title: Vice President           





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      SUMITOMO MITSUI BANKING CORPORATION,  as Syndication Agent and Lender      By: /s/ Jun Ashley   Name:  Jun Ashley   Title:    Director          





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      TD BANK, N.A.,  as Syndication Agent and Lender      By: /s/ Steve Levi   Name:  Steve Levi   Title:    Senior Vice President          





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      TRUIST BANK, as Syndication Agent and   Lender      By: /s/ Katherine Bass   Name: Katherine Bass  Title:   Director          





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      U.S. BANK NATIONAL ASSOCIATION, as  Syndication Agent and Lender      By: /s/ Jeffrey Hernandez   Name:  Jeffrey Hernandez   Title:  Vice President          





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      CITIZENS BANK N.A., as Lender        By: /s/ William J. O’Meara   Name: William J. O’Meara  Title: Senior Vice President             





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      COÖPERATIEVE RABOBANK U.A., NEW   YORK BRANCH, as Lender        By: /s/ Elizabeth Halfin___________________  Name: Elizabeth Halfin  Title: Vice President       By: /s/ Robert Graff_____________________  Name: Robert Graff  Title: Managing Director         





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      MIZUHO BANK, LTD., as Lender        By: /s/ Donna DeMagistris________  Name: Donna DeMagistris  Title: Executive Director             





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      PNC BANK, NATIONAL ASSOCIATION,   as Lender        By: /s/ Michael P. Dungan_____________  Name: Michael P. Dungan  Title: Senior Vice President               





 






  [SIGNATURE PAGE TO FMC TERM LOAN AGREEMENT]      WELLS FARGO BANK, NATIONAL   ASSOCIATION, as Lender        By: /s/ Daniel K. Kinasz___________  Name: Daniel K. Kinasz  Title:  Vice President