FMC就印度业务出售签署信贷协议第8号修订，仅为已宣布交易的贷款安排与担保释放

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 15, 2026
FMC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-2376
94-0479804
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2929 Walnut Street
Philadelphia
Pennsylvania
19104
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(215)
299-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, par value $0.10 per share
FMC
New York Stock Exchange
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
Entry into a Material Definitive Agreement.
On October 15, 2026, FMC Corporation (the “Company”) and certain subsidiaries of the Company entered into Amendment No. 8 (the “Amendment”) to that certain Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022 (as previously amended from time to time, the “Credit Agreement”), among the Company, certain of the Company’s subsidiaries from time to time party thereto, Citibank, N.A., as administrative agent, and each lender and issuing bank from time to time party thereto (the “Lenders”). The Amendment adds a new covenant requiring the Company to use the net cash proceeds received by the Company from the Company’s previously announced sale of its commercial business in India (the “FMC India Sale”) to repay debt under the Credit Agreement or for general corporate or working capital purposes. The Amendment also conditionally releases certain guarantors from their guarantees and certain assets from the security interest previously granted by the Company and certain of its subsidiaries to secure the obligations under the Credit Agreement in order to permit the Company to take certain actions in advance of the FMC India Sale, in each case as further detailed in the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K. The
schedules to this agreement have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
The registrant hereby agrees to furnish supplementally a copy of any omitted schedules to the SEC upon request.
Some of the Lenders and their affiliates have various relationships with the Company involving the provision of financial services, including cash management, investment banking and trust and leasing services. In addition, the Company has entered into interest rate and foreign exchange arrangements with some of the Lenders and their affiliates.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form
8-K
is incorporated by reference into this Item 2.03.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
10.1
Amendment No. 8, dated as of October 15, 2026, to Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022, among FMC Corporation, certain subsidiaries of FMC Corporation party thereto, each lender and issuing bank party thereto, and Citibank, N.A., as Administrative Agent for such lenders.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FMC CORPORATION
(Registrant)
Date: October 21, 2026
By:
/s/ Andrew D. Sandifer
Andrew D. Sandifer
Executive Vice President and Chief Financial Officer

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EX-10.1
2
d201698dex101.htm
EX-10.1
EX-10.1
Exhibit 10.1
Execution Version
AMENDMENT, CONSENT AND WAIVER NO. 8
AMENDMENT, CONSENT AND WAIVER NO. 8
, dated as of October 15, 2026 (this “
Amendment
”), to the Fifth Amended and
Restated Credit Agreement, dated as of June 17, 2022 (as amended by that certain Amendment No. 1, dated as of June 30, 2023, as amended by that certain Amendment No. 2, dated as of November 7, 2023, as amended by that
certain Amendment No. 3, dated as of February 3, 2025, as amended by that certain Amendment No. 4, dated as of February 11, 2025, as amended by that certain Amendment No. 5, dated as of December 8, 2025, as amended by
that certain Amendment No. 6, dated as of April 16, 2026 (“
Amendment No.
6
”), as amended by that certain Amendment No. 7, dated as of June 16, 2026, and as the same may be further amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “
Credit Agreement
”), among FMC CORPORATION, a Delaware corporation (the “
Company
”), CITIBANK, N.A., as Administrative
Agent (as such term is defined in the Credit Agreement), each lender and issuing bank from time to time party thereto (collectively, the “
Lenders
” and individually, a “
Lender
”), and each Subsidiary Guarantor
from time to time party hereto (collectively, the “
Subsidiary Guarantors
” and individually, a “
Subsidiary Guarantor
” and, together with the Company, the “
Loan Parties
”).
WHEREAS, the Company has informed the Administrative Agent and the Lenders that it intends to consummate certain reorganization transactions
(the “
FMC India Reorganization
”) to facilitate the subsequent sale of all or substantially all of the equity interests in FMC India Private Limited (“
FMC India
”) to a third party acquiror for cash consideration,
in an
arm’s-length
transaction (such sale, the “
FMC India Disposition
” and, together with the FMC India Reorganization, the “
FMC India Transaction
”);
WHEREAS, in connection with the FMC India Reorganization, on October 6, 2026, the Company caused (a) FMC Netherlands Holdings II
B.V. (“
New Dutch BV
”), (b) FMC New Netherlands B.V. (“
FMC New Netherlands
”), and (c) FMC US Holdings 2 LLC (“
New US LLC
” and, together with New Dutch BV and FMC New Netherlands, the
“
Reorganization Subsidiaries
”) to become Subsidiary Guarantors;
WHEREAS, in connection with the FMC India
Reorganization, (a) New Dutch BV and New US LLC will acquire or be issued Stock of FMC India, including additional common shares and preferred shares in exchange for cash and upon the conversion of certain intercompany loans owing by FMC India
(such Stock, together with all Stock Equivalents of FMC India, the “
FMC India Equity
”); (b) New Dutch BV will contribute cash in an aggregate amount not to exceed $25,000,000 to FMC India in exchange for common shares of FMC India
(such cash, the “
Contributed Cash
”); (c) the Company will acquire from FMC IP Technology GmbH certain receivables owing by FMC India and will waive such receivables, together with certain other receivables owing by FMC India to
the Company, in each case as described on
Schedule 1
hereto (collectively, the “
Cancelled Receivables
”); and (d) substantially all intercompany loans and receivables owing by FMC India (including the Cancelled
Receivables owing to FMC IP Technology GmbH) will be transferred or contributed by a Loan Party to another Loan Party (all such intercompany loans and receivables so transferred or contributed, collectively, the “
Reorganization Intercompany
Claims
”);
WHEREAS, the Company has requested that the Required Lenders: (a) consent to the release of the Liens on FMC
India Equity, the Contributed Cash, the Cancelled Receivables and the Reorganization Intercompany Claims, in each case, to the extent pledged under the Loan Documents, on the terms set forth herein; (b) consent to the release of each of New
Dutch BV and New US LLC as guarantors and specified pledgors or grantors, as applicable, under the Guarantee and Collateral Agreement and the other Loan Documents (other than the Intercompany Subordination Agreement) to which each is a party, and
the release of all Liens on assets owned by such entities created pursuant to the Loan Documents, in each case effective immediately prior to the consummation of the FMC India Disposition and on the
terms set forth herein; (c) waive the requirement under
Section
6.03(m)(ii)
of the Credit Agreement that New US LLC become a Subsidiary Guarantor and grant security
interests within 30 days of its formation (which deadline expired on or about August 15, 2026); (d) waive the requirement under
Section
1.06(f)
of Amendment No. 6 that New Dutch BV join that certain Intercompany
Subordination Agreement, dated as of April 16, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “
Intercompany
Subordination Agreement
”), within 30 days of the
Sixth Amendment Effective Date (as defined in Amendment No. 6) (which deadline expired on or about July 28, 2026); and (e) amend certain provisions of the Credit Agreement, in each case as more fully set forth herein (collectively,
the “
Proposed Consents
”);
WHEREAS,
Section
9.01
of the Credit Agreement provides that the
Company and the Required Lenders may amend the Loan Documents;
WHEREAS, the Lenders party hereto have agreed to approve the Proposed
Consents and related waivers and amendments, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
Amendments, Consent
and Waiver
SECTION 1.01.
Defined Terms
. Capitalized terms used herein (including in the recitals hereto) and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in
Section
1.04
of the Credit Agreement also apply to this Amendment.
SECTION 1.02.
Amendments of Credit Agreement
. Effective as of the Eighth Amendment Effective Date (as defined below):
(a)
Section 1.01
of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:
““
FMC India Disposition
” means the sale by the applicable Loan Parties of all or substantially all of the equity
interests in FMC India Private Limited to a third-party acquiror for cash consideration in an
arm’s-length
transaction.”
““
FMC India Disposition Proceeds
” has the meaning assigned to such term in
Section
6.04(q)
.”
(b) The Credit Agreement is hereby amended by adding a new
Section
6.04(q)
as follows:
“(q)
Use of Proceeds from FMC India Disposition
. (a) The U.S.
Borrower shall apply the net cash proceeds received by the U.S. Borrower or any of its Subsidiaries from the FMC India Disposition (the “
FMC India Disposition Proceeds
”) to (i) the repayment of Indebtedness under this
Agreement and/or (ii) general corporate or working capital purposes of the U.S. Borrower and its Subsidiaries.
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(b) Upon written request by the Administrative Agent (acting on its own behalf or at the
direction of any Lender), the U.S. Borrower shall, within five (5) Business Days of such request, deliver to the Administrative Agent a certificate of a Responsible Officer setting forth the application of the FMC India Disposition
Proceeds.”
SECTION 1.03.
Specified Covenant Waiver
.
(a) The Lenders party hereto, constituting the Required Lenders under the Credit Agreement, consent to each of the proposed waivers and hereby
waive (i) compliance by the Company with (x) the requirement under
Section
6.03(m)(ii)
of the Credit Agreement that New US LLC, in connection with the FMC India Transaction, become a Subsidiary Guarantor and grant
security interests in its assets within 30 days of its formation, and (y) the requirement under
Section
1.06(f)
of Amendment No. 6 that New Dutch BV join the Intercompany Subordination Agreement within 30 days of
the Sixth Amendment Effective Date (as defined in Amendment No. 6), and (ii) any Default or Event of Default that may have arisen prior to the Eighth Amendment Effective Date under the Credit Agreement or Amendment No. 6 solely as a
result of the failure of the Company to (x) comply with the requirements described in clause (i) above or (y) deliver notice of any such Default pursuant to
Section
6.02(b)
of the Credit Agreement.
(b) The waiver set forth in this
Section
1.03
shall be effective only to the extent specifically set forth herein
and shall not (i) otherwise be construed as a waiver of any other provision of the Credit Agreement or any other Loan Document or as a waiver of any other breach, Default or Event of Default under the Credit Agreement and/or any other Loan
Document, (ii) affect the right of the Lenders or the Administrative Agent to demand compliance by the Loan Parties with all other terms and conditions of the Credit Agreement and/or the other Loan Documents, (iii) otherwise be deemed a
waiver of any transaction or future action on the part of the Loan Parties requiring the Lenders’ or the Required Lenders’ or the Administrative Agent’s consent or approval under the Credit Agreement and/or the other Loan
Documents, (iv) constitute or create a course of dealing, or (v) be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the
Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.
SECTION 1.04.
Specified Releases
.
(a) The Lenders party hereto, constituting the Required Lenders under the Credit Agreement, hereby (x) approve and authorize, pursuant to
Section
8.09(d)(v)
of the Credit Agreement, the releases of Liens described in clauses (i) through (iv) below, (y) consent, pursuant to
Section
9.01
of the Credit Agreement, to the
release described in clause (v) below, and (z) authorize and direct the Administrative Agent to give effect to each of the following releases (each, a “
Specified Release
” and, collectively, the “
Specified
Releases
”):
(i) subject to
Section
1.04(c)
, the release of all Liens on the FMC India Equity created
pursuant to the Loan Documents, which release shall be effective automatically and immediately upon the attachment of any such Lien to any FMC India Equity, whether now owned or hereafter acquired, such that the FMC India Equity shall not constitute
Collateral (the “
FMC India Equity Release
”);
(ii) the release of all Liens on the Contributed Cash created pursuant to
the Loan Documents, which release shall be effective immediately prior to the contribution of the Contributed Cash by New Dutch BV to FMC India (the “
Contributed Cash Release
”);
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(iii) the release of all Liens on the Cancelled Receivables created pursuant to the Loan
Documents, which release shall be effective with respect to each Cancelled Receivable, immediately prior to the waiver thereof by the Company (the “
Cancelled Receivables Release
”);
(iv) the release of all Liens granted by any Swiss Guarantor pursuant to any Collateral Document governed by Swiss law on each Reorganization
Intercompany Claim, which release shall be effective, with respect to each Reorganization Intercompany Claim, immediately prior to the transfer or contribution thereof by such Swiss Guarantor to another Loan Party in connection with the FMC India
Reorganization (the “
Intercompany Claims Release
”); and
(v) the release of each of New Dutch BV and New US LLC (each,
a “
Released Guarantor
”) as guarantors and specified pledgors or grantors, as applicable, under the Guarantee and Collateral Agreement and the other Loan Documents (other than the Intercompany Subordination Agreement) to which it
is a party and, concurrently therewith, the release of all Liens on assets owned by such Released Guarantor created pursuant to the Loan Documents, which release shall be effective immediately prior to the consummation of the FMC India Disposition
(the “
Released Guarantor Release
”). The release of Liens on assets owned by each Released Guarantor pursuant to this clause (v) is approved and authorized by the Required Lenders pursuant to
Section
8.09(d)(v)
of the Credit Agreement.
(b) Each Specified Release shall be subject to the delivery by the
Company to the Administrative Agent, on or prior to the effectiveness of such Specified Release, of a certificate of a Responsible Officer of the Company (each, a “
Release Certificate
”) certifying that (i) no Default or Event
of Default has occurred and is continuing or would result from such Specified Release or the related transactions, (ii) the assets subject to such Specified Release are as described herein, and the related transactions have been or are being
consummated substantially as described in the recitals hereto, (iii) the Contributed Cash Release, the Cancelled Receivables Release and the Intercompany Claims Release comply with Section 6.04(m) of the Credit Agreement, (iv) in the
case of the Released Guarantor Release, (x) the FMC India Disposition will be consummated immediately following the effectiveness of such release and (y) the FMC India Disposition is a bona fide
arm’s-length
sale to an unaffiliated third-party acquiror for cash consideration and is not entered into solely for the purpose of obtaining the Released Guarantor Release, (v) immediately after
giving effect to the applicable Specified Release(s) and the related cancellation, waiver or forgiveness of the Cancelled Receivables, the related transfers or contributions of the Reorganization Intercompany Claims and, as applicable, the FMC India
Disposition, the Company and its Subsidiaries, on a consolidated basis, are solvent, and (vi) the Collateral subject to such Specified Release, together with the Collateral subject to all other Specified Releases, does not constitute all or a
material portion of the value of the Collateral and such Specified Release, together with the other Specified Releases, does not constitute a release of all or substantially all of the value of the guarantees under the Guarantee and Collateral
Agreement. The Administrative Agent may rely conclusively on each Release Certificate without further inquiry.
(c) If the FMC India
Disposition is not consummated on or before December 31, 2026 (as such date may be extended by the Administrative Agent in writing, which may be provided by email, in its sole discretion), the FMC India Equity Release shall automatically
terminate and be of no further force or effect, the Liens created pursuant to the Loan Documents shall automatically attach to the FMC India Equity then owned by any Loan Party, and the Company shall, within 30 days thereafter (or such longer period
as the Administrative Agent may agree in writing, which may be provided by email, in its sole discretion), cause each applicable Loan Party to take such actions as are required under the Guarantee and Collateral Agreement and the other Loan
Documents with respect to such FMC India Equity.
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(d) For the avoidance of doubt, if the FMC India Disposition is not consummated on or before
December 31, 2026 (as such date may be extended by the Administrative Agent in writing, which may be provided by email, in its sole discretion), the Released Guarantor Release shall not become effective (or, if previously effective, shall be
deemed not to have occurred), each Released Guarantor shall remain (or be reinstated as) a Subsidiary Guarantor, all Liens on assets owned by each Released Guarantor created pursuant to the Loan Documents shall be reinstated, and the Company shall,
within 30 days thereafter (or such longer period as the Administrative Agent may agree in writing, which may be provided by email, in its sole discretion), cause each Released Guarantor to take such actions as are required under the Guarantee and
Collateral Agreement and the other Loan Documents with respect to such Released Guarantor and its assets.
(e) The Lenders party hereto,
constituting the Required Lenders under the Credit Agreement, hereby authorize and direct the Administrative Agent to (i) execute and deliver (or authorize the filing of) such partial releases, guarantee releases,
UCC-3
amendments or terminations, lien releases, direction letters and other instruments and documents as may be reasonably requested by the Company to evidence the Specified Releases, and (ii) take all
other actions reasonably necessary to effectuate the foregoing (including, in its capacity as Initial First Lien Agent under the First Lien Pari Passu Intercreditor Agreement, dated as of June 5, 2026 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time), among Citibank, N.A., as Initial First Lien Agent, U.S. Bank Trust Company, National Association, as Initial Additional First Lien Agent, Dutch Collateral
Sub-Agent
and Swiss Collateral
Sub-Agent
(each as defined therein), the Company and the other parties from time to time party thereto, instructing the Swiss Collateral
Sub-Agent
to execute and deliver any release,
re-assignment
or other agreement or instrument evidencing any Specified Release), in each case at the Company’s expense and
subject to the rights, protections and immunities set forth in
Sections 2.12(d)
and
(e)
,
8.05
and
9.04
and other applicable provisions of the Credit Agreement and the other Loan Documents.
(f) The Specified Releases shall be limited solely to the FMC India Equity, the Contributed Cash, the Cancelled Receivables, the
Reorganization Intercompany Claims and, in the case of the Released Guarantor Release, the Released Guarantors and their assets, and shall not in any manner discharge, affect or impair the Obligations or any Liens on any other Collateral (including
any interests retained by the Loan Parties and the proceeds of any sale or disposition, all of which shall continue to constitute part of the Collateral) or affect the guarantee of any other Loan Party.
(g) The Company shall cause each Released Guarantor to distribute or otherwise transfer all FMC India Disposition Proceeds received by it to a
Loan Party within three (3) Business Days following receipt thereof (or such longer period as the Administrative Agent may agree in writing, which may be provided by email, in its sole discretion), and failure to do so shall constitute an Event
of Default under
Section
7.01(c)(i)
of the Credit Agreement.
(h) Notwithstanding anything to the contrary in
this
Section
1.04
, including the release of any Released Guarantor hereunder, upon written request by the Administrative Agent (in its sole discretion) at any time following the consummation of the FMC India Disposition,
the Company shall cause any Reorganization Subsidiary that remains a Subsidiary of the Company and is organized in an Eligible Jurisdiction to become a Subsidiary Guarantor and grant security interests in its assets on the same basis as the other
Guarantors organized in the same jurisdiction, in each case within 30 days of such request (or such longer period as the Administrative Agent may agree in writing, which may be provided by email, in its sole discretion).
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SECTION 1.05.
Effectiveness
.
Sections 1.02
,
1.03
and
1.04
of
this Amendment shall become effective as of the first date (the “
Eighth Amendment Effective Date
”) on which the following conditions shall have been satisfied (or waived by the Administrative Agent and each Lender):
(a) The Administrative Agent (or its counsel) shall have received each of the following (together with the schedules and
exhibits thereto, if any):
(i) counterparts of this Amendment executed by (x) the Company, (y) the Subsidiary Guarantors, and
(z) the Lenders constituting Required Lenders;
(ii) a certificate of a senior officer of the Company to the effect that
(x) after giving effect to this Amendment (including the limited waiver set forth in Section
1.03
hereof), the representations and warranties contained in Article V (Representations and Warranties) of the Credit Agreement are
correct (other than any such representations or warranties which, by their terms, refer to a prior date), (y) no event has occurred and is continuing which constitutes a Default (other than any Default that is the subject of the waiver set forth in
Section
1.03
of this Amendment), and (z) the Company and its Subsidiaries, on a consolidated basis, are solvent as of the Eighth Amendment Effective Date after giving effect to the transactions contemplated hereby;
(iii) a Release Certificate with respect to the FMC India Equity Release; and
(iv) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent
may reasonably request, including without limitation, at least five Business Days prior to the Eighth Amendment Effective Date, all documentation and other information relating to the Loan Parties 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 any Loan Party 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 Eighth Amendment Effective Date.
(b) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all costs,
out-of-pocket
expenses and other amounts then due and payable in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent;
(c) After giving effect to this Amendment, the representations and warranties contained in
Section
2.01
of this Amendment, Article V (Representations and Warranties) of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except any representations and
warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date hereof, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a
different date, which shall be true and correct as of such earlier date.
The Administrative Agent shall notify the Company and the Lenders of the Eighth
Amendment Effective Date and such notice shall be conclusive and binding.
6
ARTICLE II
Miscellaneous
SECTION
2.01.
Representations and Warranties
. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders and the Administrative Agent that, as of the Eighth Amendment Effective Date
and after giving effect to the transactions and amendments to occur on the Eighth Amendment Effective Date, the Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes, and the Credit Agreement, as amended
hereby on the Eighth Amendment Effective Date, will constitute, legal, valid and binding obligations of each such Loan Party, enforceable against such Loan Party, in accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity and the implied covenant of good faith and fair dealing.
(a) After giving effect to this Amendment, each of the representations and warranties made by each party to each Loan Document in or pursuant
to this Amendment or any other Loan Document, or contained in any certificate or financial statement (other than estimates and projections which are (x) identified as such and (y) contained in any financial statement) furnished at any time
under or in connection with this Amendment or any other Loan Document are true and 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 Eighth Amendment Effective Date as if made on and as of such date (except to the extent that such representations and warranties relate to a particular date, in which case such representations and warranties are true and correct in all
material respects on and as of such date), both before and after giving effect to this Amendment.
(b) After giving effect to this
Amendment and the transactions contemplated hereby on the relevant date (including the limited waiver set forth in
Section
1.03
), no Default or Event of Default has occurred and is continuing on the Eighth Amendment
Effective Date.
SECTION 2.02.
Acknowledgment and Reaffirmation
. Each Subsidiary Guarantor party hereto hereby acknowledges that
its consent to this Amendment is not required, but nevertheless does hereby agree and consent to this Amendment and to the transactions contemplated herein. Each of the Company and each Subsidiary Guarantor agrees and acknowledges that,
notwithstanding the effectiveness of this Amendment, (a) its guarantee of the Obligations pursuant to the Guarantee and Collateral Agreement and any other Loan Document shall remain in full force and effect without modification (and, in the
case of each Released Guarantor, until the Released Guarantor Release becomes effective), and (b) nothing herein shall in any way limit any of the terms or provisions of such guarantee or its obligations under any Loan Document to which it is a
party, all of which are hereby ratified, confirmed and reaffirmed in all respects. Each of the Company and each Subsidiary Guarantor hereby reaffirms its grant of a continuing security interest in and Lien upon its Collateral (other than, from and
after the effectiveness of the applicable Specified Release, the Collateral subject thereto) to the Administrative Agent, for the benefit of the Secured Parties, as provided in the Loan Documents. Without limiting the foregoing, each of the
Reorganization Subsidiaries expressly acknowledges and agrees that its guarantee of the Obligations and the security interests granted by it under the Guarantee and Collateral Agreement and the other Loan Documents are and shall remain in full force
and effect (other than, from and after the effectiveness of the applicable Specified Release, with respect to the Collateral subject thereto) and, in the case of each Released Guarantor, until the Released Guarantor Release becomes effective.
7
SECTION 2.03.
Effect of Amendment
. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Administrative Agent, the Lenders, any other Agent and any of their respective Affiliates under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle the Company to a consent to, or a
waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to
and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.
(a) On and after the Eighth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan
Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 2.04.
Governing Law
. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK
. The other provisions of Article IX of the Credit Agreement, including, but not limited to,
Section
9.12
(
Submission to Jurisdiction; Service of Process
) and
Section
9.13
(
Waiver of Jury Trial
) of Article IX of the Credit Agreement, shall apply to this Amendment to the same extent as if fully set forth herein.
SECTION 2.05.
Headings
. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 2.06.
Counterparts; Electronic Signatures
. This Amendment 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
Amendment by facsimile or PDF or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “executed,” “signed,” “signature,”
and words of like import in this Amendment 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.
[
SIGNATURE PAGES FOLLOW
]
8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their officers as of the date first above written.
The U.S. Borrower
FMC CORPORATION
By:
/s/ Brian J. Blair
Name:  Brian J. Blair
Title:   Vice President and Treasurer
The Subsidiary Guarantors
FMC VENTURES LLC
By:
/s/ Brian J. Blair
Name:  Brian J. Blair
Title:   Treasurer
FMC VENTURES DCVC LLC
By:
/s/ Brian J. Blair
Name:  Brian J. Blair
Title:   Treasurer
FMC VENTURES TRACE GENOMICS LLC
By:
/s/ Brian J. Blair
Name:  Brian J. Blair
Title:   Treasurer
FMC VENTURES KIWI LLC
By:
/s/ Brian J. Blair
Name:  Brian J. Blair
Title:   Treasurer
[S
IGNATURE
P
AGE
TO
A
MENDMENT
,
CONSENT
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WAIVER
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IFTH
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ESTATED
C
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GREEMENT
]
FMC VENTURES SCANIT LLC
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Treasurer
FMC VENTURES BIOPHERO LLC
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Treasurer
FMC VENTURES AGROSPHERES LLC
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Treasurer
FMC FUNDING CORPORATION
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  President and Treasurer
FMC OVERSEAS LTD.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Treasurer
SHERMAN ONE, INC.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  President and Treasurer
SHERMAN TWO, INC.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  President and Treasurer
[S
IGNATURE
P
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TO
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]
FMC SINGAPORE HOLDINGS LLC
By:
/s/ William F. Chester
Name: William F. Chester
Title:  Authorized Representative
FMC US HOLDINGS LLC
By: FMC HOLDINGS 2 PTE. LTD., as its Member
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Director
FMC QUIMICA HOLDINGS LLC
By: FMC SWITZERLAND II GMBH, as its Member
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC CHEMICALS NETHERLANDS B.V.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC HOLDINGS 2 PTE. LTD.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Director
[S
IGNATURE
P
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TO
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AND
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]
MID-ATLANTIC
INVESTMENTS LTD.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Director
FMC SWITZERLAND I GMBH
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC AGRICULTURAL PRODUCTS INTERNATIONAL GMBH
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC SWITZERLAND II GMBH
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC IP TECHNOLOGY GMBH
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC NETHERLANDS HOLDINGS B.V.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
[S
IGNATURE
P
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TO
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CONSENT
AND
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ESTATED
C
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A
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]
FMC HOLDINGS 1 PTE. LTD
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Director
FMC AGRO SINGAPORE PTE. LTD.
By:
/s/ William F. Chester
Name: William F. Chester
Title:  Director
FMC NETHERLANDS HOLDINGS II B.V.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC NEW NETHERLANDS B.V.
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Authorized Signatory
FMC US HOLDINGS 2 LLC
By:
/s/ Brian J. Blair
Name: Brian J. Blair
Title:  Managing Director
[S
IGNATURE
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]
CITIBANK, N.A.,
as Administrative Agent, Issuing Bank and Swing Loan Lender
By:
/s/ David Jaffe
Name: David Jaffe
Title:  Vice President
[S
IGNATURE
P
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TO
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]
BANK OF AMERICA, N.A.,
as Syndication Agent, Issuing Bank and Swing Loan Lender
By:
/s/ Amanda Ylvisaker
Name: Amanda Ylvisaker
Title:  Vice President
[S
IGNATURE
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]
BNP PARIBAS, as a Lender
By:
/s/ Delphine Gaudiot
Name: Delphine Gaudiot
Title:  Managing Director
By:
/s/ Nicholas Anberree
Name: Nicholas Anberree
Title:  Director
[S
IGNATURE
P
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TO
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]
COBANK, ACB, as a Lender
By:
/s/ Conrado Lima
Name: Conrado Lima
Title:  Managing Director - Corporate Banking
[S
IGNATURE
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TO
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]
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:
/s/ Jun Ashley
Name: Jun Ashley
Title:  Director
[S
IGNATURE
P
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TO
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A
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]
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
By:
/s/ Jonathan Schwartz
Name: Jonathan Schwartz
Title: Authorized Signatory
[S
IGNATURE
P
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TO
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]
Banco Santander, S.A., New York Branch, as a Lender
By:
/s/ Andres Barbosa
Name: Andres Barbosa
Title:  Managing Director
By:
/s/ Zara Kamal
Name: Zara Kamal
Title:  Executive Director
[S
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]
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
/s/ Jennifer Saunders
Name:  Jennifer Saunders
Title:   Vice President
[S
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]
TRUIST BANK, as a Lender
By:
/s/ Alexander Harrison
Name:  Alexandar Harrison
Title:   Director
[S
IGNATURE
P
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TO
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]
BANK OF CHINA, NEW YORK BRANCH, as a Lender
By:
/s/ Raymond Qiao
Name:  Raymond Qiao
Title:   Executive Vice President
[S
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]
CITIZENS BANK, N.A., as a Lender
By:
/s/ David W. Dinella
Name:  David W. Dinella
Title:   Senior Vice President
[S
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TO
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]
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:
/s/ Mark F. McCue
Name:  Mark F. McCue
Title:   Senior Vice President
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]