FMC CORPORATION (NYSE:FMC) Files An 8-K Entry into a Material Definitive Agreement

Revolving Credit Agreement

On May 2, 2017, FMC Corporation (the Company) entered into a
Second Amended and Restated Credit Agreement among the Company,
as U.S. Borrower, certain foreign subsidiaries of the Company
party thereto, as Euro Borrowers (the Revolving Euro Borrowers
and together with the Company, the Revolving Borrowers), the
lenders (the Revolving Credit Lenders) and issuing banks party
thereto, Citibank, N.A., as administrative agent, Citigroup
Global Markets Inc. and Merrill Lynch, Pierce, Fenner Smith
Incorporated, as joint lead arrangers, Bank of America, N.A., as
syndication agent, and certain other financial institutions party
thereto as co-documentation agents (the Revolving Credit
Agreement).

The Revolving Credit Agreement provides for a $1.5 billion
revolving credit facility, $300 million of which is available for
the issuance of letters of credit for the account of the
Revolving Borrowers and $50 million of which is available for
swing loans to certain of the Revolving Borrowers, with an
option, subject to certain conditions and limitations, to
increase the aggregate amount of the revolving credit commitments
to $2.25 billion (the Revolving Credit Facility). The Revolving
Credit Facility is a senior unsecured obligation that ranks
equally with the Companys other senior unsecured obligations. The
issuance of letters of credit and the proceeds of revolving
credit loans made to the Revolving Credit Facility are available
and will be used for general corporate purposes of the Company
and its subsidiaries.

Amounts under the Revolving Credit Facility may be borrowed,
repaid and re-borrowed from time to time until the current
termination date of the Revolving Credit Facility on May 2, 2022,
which is the date five years after the Revolving Credit Facilitys
effective date of May 2, 2017. The Company also has the option,
subject to certain conditions and prior to each of the first and
second anniversaries of such effective date, to extend the
termination date of the Revolving Credit Facility to the date
that is one year after the current termination date. Voluntary
prepayments and commitment reductions under the Revolving Credit
Facility are permitted at any time without payment of any
prepayment fee upon proper notice and subject to minimum dollar
amounts.

Revolving loans under the Revolving Credit Agreement will bear
interest at a floating rate, which will be a base rate or a
Eurocurrency rate equal to the London interbank offered rate for
the relevant interest period, plus, in each case, an applicable
margin, as determined in accordance with the provisions of the
Revolving Credit Agreement. The base rate will be the highest of:
the rate of interest announced publicly by Citibank, N.A. in New
York, New York from time to time as its base rate; the federal
funds effective rate plus 1/2 of 1%; and the Eurocurrency rate
for a one-month period plus 1%. The Company is required to pay a
facility fee on the average daily amount (whether used or unused)
of each Revolving Credit Lenders revolving credit commitment from
the effective date for such Revolving Credit Lender until the
termination date of such Revolving Credit Lender at a rate per
annum equal to an applicable percentage in effect from time to
time for the facility fee, as determined in accordance with the
provisions of the Revolving Credit Agreement. The initial
facility fee is 0.150% per annum. The applicable margin and the
facility fee are subject to adjustment as provided in the
Revolving Credit Agreement.

The Credit Facility is unsecured, except that the Company has
provided the Revolving Credit Lenders a guaranty with respect to
payment of the loans made to the Revolving Euro Borrowers and the
swing loan borrowers under the Revolving Credit Agreement. The
Revolving Credit Agreement contains financial and other
covenants, including a maximum leverage ratio and minimum
interest coverage ratio, and includes limitations on, among other
things, liens, fundamental changes, changes in the nature of the
Companys business and compliance with certain anti-corruption
laws, anti-money laundering laws and regulations or executive
orders administered by the United States Department of the
Treasurys Office of Foreign Assets Control or other similar
economic sanctions administered or enforced by the European
Union, Her Majestys Treasury of the United Kingdom or the United
Nations Security Council. The Revolving Credit Agreement also
contains certain representations, warranties and events of
default, in each case as set forth in the Revolving Credit
Agreement.

The foregoing description of the Revolving Credit Agreement does
not purport to be complete and is qualified in its entirety by
reference to the Revolving Credit Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.

Some of the Revolving Credit 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, foreign exchange and energy
derivative arrangements with some of the Revolving Credit Lenders
and their affiliates.

Term Loan Agreement

On May 2, 2017, the Company entered into a Term Loan Agreement
among the Company, as U.S. Borrower, certain foreign subsidiaries
of the Company party thereto, as Euro Borrowers (the Term Loan
Euro Borrowers and together with the Company, the Term Loan
Borrowers), the lenders party thereto (the Term Loan Lenders),
Citibank, N.A., as administrative agent (the Administrative
Agent), Citigroup Global Markets Inc. and Merrill Lynch, Pierce,
Fenner Smith Incorporated, as joint lead arrangers (the
Arrangers), Bank of America, N.A., as syndication agent, and
certain other financial institutions party thereto as
co-documentation agents (the Term Loan Agreement).

The Term Loan Agreement provides for up to a $1.5 billion senior
unsecured term loan facility (the Term Loan Facility) in order to
consummate the previously announced acquisition of certain assets
of E. I. du Pont de Nemours and Company, a Delaware corporation
(the Acquired Business), by the Company or a subsidiary of the
Company (the Acquisition) to that certain Transaction Agreement,
dated as of March 31, 2017, between the Company and E. I. du Pont
de Nemours and Company (the Acquisition Agreement). The Term Loan
Facility is a senior unsecured obligation that ranks equally with
the Companys other senior unsecured obligations. The proceeds of
the term loans made to the Term Loan Facility are available in
one or more drawings on the closing date of the Term Loan
Facility, which will be substantially concurrently with the
closing of the Acquisition and on which the Term Loan Facility is
otherwise available to be drawn (the Closing Date), and will be
used to finance the Acquisition as well as to pay fees and
expenses incurred in connection with the Acquisition and the
other transactions contemplated by or related to the Acquisition
or the Term Loan Facility.

The commitments of the Term Loan Lenders in respect of the Term
Loan Facility and the initial extension of credit thereunder are
conditioned upon satisfaction (or waiver) of certain conditions
precedent, including, among other things, that (i) the
Acquisition shall have been, or substantially concurrently with
the Closing Date shall be, consummated in accordance with the
terms of the Acquisition Agreement and, subject to certain
limitations, no provision of the Acquisition Agreement (as in
effect on March 31, 2017) shall have been amended, supplemented
or otherwise modified, and no consent or waiver by the U.S.
Borrower or any of its Subsidiaries shall have been provided
thereunder, in each case which is materially adverse to the
interests of the Term Loan Lenders without the Administrative
Agents prior written consent, (ii) the Arrangers shall have
received certain financial statements of the Company, customary
pro forma financial statements of the Company reflecting the
Acquisition and related transactions and certain financial
statements of the Acquired Business, as further set forth in the
Term Loan Agreement, (iii) the Term Loan Lenders, the
Administrative Agent and the Arrangers shall have received
payment of certain fees and expenses and (iv) there shall exist
no Specified Default (as defined in the Term Loan Agreement) and
each of the Acquisition Agreement Representations (as defined in
the Term Loan Agreement) shall be true and correct and each of
the Specified Representations (as defined in the Term Loan
Agreement) shall be true and correct in all material respects
(except any Specified Representations that are qualified by
materiality, which shall be true and correct in all respects).

The Term Loan Facility provides that each Term Loan Borrower will
repay to the Administrative Agent for the account of each Term
Loan Lender its respective outstanding term loans as follows: (i)
on the first business day of each April, July, October and
January (a Principal Repayment Date) occurring after the third
anniversary of the Closing Date and prior to the fourth
anniversary of the Closing Date, 5% of the aggregate principal
amount of the term loans made on the Closing Date, (ii) on each
Principal Repayment Date occurring after the fourth anniversary
of the Closing Date and through the fifth anniversary of the
Closing Date, 7.5% of the aggregate principal amount of the term
loans made on the Closing Date and (iii) on the maturity date,
which is the fifth anniversary of the Closing Date, 50% of
principal amount of the Loans outstanding on such maturity date.

Voluntary prepayments and commitment reductions under the Term
Loan Facility are permitted at any time without payment of any
prepayment fee upon proper notice and subject to minimum dollar
amounts.

Loans under the Term Loan Agreement will bear interest at a
floating rate, which will be a base rate or a Eurocurrency rate
equal to the London interbank offered rate for the relevant
interest period, plus in each case an applicable margin,

as determined in accordance with the provisions of the Term Loan
Agreement. The base rate will be the highest of: the rate of
interest announced publicly by Citibank, N.A. in New York, New
York from time to time as its base rate; the federal funds
effective rate plus 1/2 of 1%; and the Eurocurrency rate for a
one-month period plus 1%. The Company is required to pay to the
Administrative Agent for the account of each Term Loan Lender a
commitment fee on the average daily unused amount of such Term
Loan Lenders commitment from the effective date of the Term Loan
Facility, until the date on which all commitments are terminated
(including, without limitation, by way of funding of the term
loans on the Closing Date), payable quarterly during the term of
such Term Loan Lenders commitment, and on the date on which all
commitments are terminated (including, without limitation, by way
of funding of the term loans on the Closing Date), at a rate per
annum equal to an applicable percentage in effect from time to
time for commitment fees. The initial commitment fee is 0.150%
per annum. The applicable margin and the commitment fee are
subject to adjustment as provided in the Term Loan Agreement.

The Credit Facility is unsecured, except that the Company has
provided the Term Loan Lenders a guaranty with respect to payment
of the loans made to the Term Loan Euro Borrowers under the Term
Loan Agreement. The Term Loan Agreement contains financial and
other covenants, including a maximum leverage ratio and minimum
interest coverage ratio, and includes limitations on, among other
things, liens, fundamental changes, changes in the nature of the
Companys business and compliance with certain anti-corruption
laws, anti-money laundering laws and regulations or executive
orders administered by the United States Department of the
Treasurys Office of Foreign Assets Control or other similar
economic sanctions administered or enforced by the European
Union, Her Majestys Treasury of the United Kingdom or the United
Nations Security Council. The Term Loan Agreement also contains
certain representations, warranties and events of default, in
each case as set forth in the Term Loan Agreement.

The foregoing description of the Term Loan Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Revolving Credit Agreement, which is filed as
Exhibit 10.2 to this Current Report on Form 8-K.

Some of the Term Loan 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, foreign exchange and energy
derivative arrangements with some of the Term Loan Lenders and
their affiliates.

2014 Term Loan Agreement Amendment

On May 2, 2017, the Company entered into Amendment No. 3 (2014
Term Loan Amendment) to that certain Term Loan Agreement, dated
as of October 10, 2014, among the Company, as U.S. Borrower,
certain foreign subsidiaries of the Company party thereto, as
Euro Borrowers, the lenders party thereto (the 2014 Term Loan
Lenders), Citibank, N.A., as administrative agent, Citigroup
Global Markets Inc. and Merrill Lynch, Pierce, Fenner Smith
Incorporated, as joint lead arrangers, Bank of America, N.A., as
syndication agent, and certain other financial institutions party
thereto as co-documentation agents (as previously amended, the
2014 Term Loan Agreement). Among other things, the 2014 Term Loan
Amendment amends the maximum leverage ratio financial covenant
and provides for certain required references to the Acquisition,
in each case as set forth in the 2014 Term Loan Amendment.

The foregoing description of the 2014 Term Loan Amendment does
not purport to be complete and is qualified in its entirety by
reference to the 2014 Term Loan Amendment, which is filed as
Exhibit 10.3 to this Current Report on Form 8-K.

Some of the 2014 Term Loan 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, foreign exchange and energy
derivative arrangements with some of the 2014 Term Loan Lenders
and their affiliates.

Item 2.03. Creation of a Direct Financial Obligation 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.