ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Term Loan Agreement
On November 22, 2021, FMC Corporation (the "Company") entered into a Term Loan
Agreement among the Company, as Borrower, the lenders party thereto (the
"Lenders"), 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, and Citibank, N.A., as administrative
agent (in such capacity, the "Administrative Agent") (the "Term Loan
Agreement").
The Term Loan Agreement provides for a $1.0 billion senior unsecured term loan
facility (the "Term Loan Facility"). The Term Loan Facility is a senior
unsecured obligation that ranks equally with the Company's other senior
unsecured obligations. The proceeds of the term loan made pursuant to the Term
Loan Facility will be used to pay off certain existing debt and for general
corporate purposes.
The commitments of the Lenders in respect of the Term Loan Facility and the
extension of credit thereunder are conditioned upon satisfaction (or waiver) of
certain conditions precedent, including, among other things, that (i) the
Administrative Agent and Lenders have received payment of all accrued fees and
expenses under the Term Loan Agreement, (ii) the representations and warranties
in Article V of the Term Loan Agreement are correct in all material respects,
before and after giving effect to making of the term loan pursuant to the Term
Loan Facility and the application of the proceeds therefrom and (iii) no event
has occurred and is continuing, or would result from such borrowing or the
application of proceeds therefrom, which constitutes a Default (as defined in
the Term Loan Agreement).
The Term Loan Facility provides that the Company will repay to the
Administrative Agent for the account of each Lender the outstanding loans made
to the Company, on the maturity date, which is the third anniversary of the
closing date of the Term Loan Facility, 100% of principal amount of the loans
outstanding on such maturity date. Voluntary prepayments 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.
The loan 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 rate plus 1/2 of 1%; and the Eurocurrency rate
for a one-month period plus 1%. The applicable margin is subject to adjustment
as provided in 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 Company's 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 Treasury's Office of Foreign
Assets Control or other similar economic sanctions administered or enforced by
the European Union, Her Majesty's Treasury of the United Kingdom or the United
Nations Security Council. 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 Term Loan
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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, foreign exchange and energy derivative
arrangements with some of the Lenders and their affiliates.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
      Exhibit Number                                          Description
           10.1                    Term Loan Agreement, dated as of November 22, 2021, among FMC
                                 Corporation, the lenders party thereto, and Citibank, N.A., as
                                 Administrative Agent for such lenders.

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