ARTICLE 1.01. CONCLUSION OF A DEFINITIVE MATERIAL AGREEMENT
Revolving credit agreement
June 17, 2022, FMC Corporation(the "Company") entered into a Fifth Amended and Restated Credit Agreement (the "Credit Agreement") among the Company, as U.S.Borrower, certain foreign subsidiaries of the Company party thereto, as Euro Borrowers (the "Euro Borrowers" and together with the Company, the "Borrowers"), the lenders (the "Lenders") and issuing banks party thereto, Citibank, N.A., as administrative agent, Citibank, N.A. and BofA Securities, Inc., as joint lead arrangers, Bank of America, N.A., as syndication agent, and certain other financial institutions party thereto as co-documentation agents (collectively, the "Credit Parties"). The Credit Agreement amended and restated the Fourth Amended and Restated Credit Agreement, dated as of May 26, 2021, by and among the Credit Parties. The Credit Agreement provides for a $2.0 billionrevolving credit facility, $400 millionof which is available for the issuance of letters of credit for the account of the Borrowers and $50 millionof which is available for swing loans to certain of the Borrowers, with an option, subject to certain conditions and limitations, to increase the aggregate amount of the revolving credit commitments to $2.75 billion(the "Revolving Credit Facility"). The Revolving Credit Facility is a senior unsecured obligation that ranks equally with the Company's other senior unsecured obligations. The issuance of letters of credit and the proceeds of revolving credit loans made pursuant 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 June 17, 2027, which is the date five years after the Revolving Credit Facility's effective date of June 17, 2022. 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 Credit Agreement will bear interest at a floating rate, which will be (i) a base rate, (ii) Adjusted Term SOFR (defined as the forward-looking SOFR term rate published by CME Group Benchmark Administration Limitedplus 0.10% per annum subject to a floor of zero) or (iii) EURIBOR, plus, in each case, an applicable margin, as determined in accordance with the provisions of the Credit Agreement. The base rate will be the highest of: (i) the rate of interest announced publicly by Citibank, N.A. in New York, New Yorkfrom time to time as its "base rate"; (ii) the federal funds effective rate plus 1/2 of 1.00%; or (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%. The Company is required to pay a facility fee on the average daily amount (whether used or unused) of each Lender's revolving credit commitment from the effective date for such Lender until the termination date of such 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 Credit Agreement. The initial facility fee is 0.125% per annum. The applicable margin and the facility fee are subject to adjustment as provided in the Credit Agreement. The Revolving Credit Facility is unsecured, except that the Company has provided the Lenders a guaranty with respect to payment of the loans made to the Euro Borrowers and the swing loan borrowers under the Credit Agreement. The 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 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 Controlor other similar economic sanctions administered or enforced by the European Union, Her Majesty's Treasuryof the United Kingdomor the United Nations Security Council. The Credit Agreement also contains certain representations, warranties and events of default, in each case as set forth in the Credit Agreement.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Schedule 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.
ARTICLE 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OF A HOLDER
The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.
ARTICLE 9.01. FINANCIAL STATEMENTS AND APPENDICES
Exhibit Number Description 10.1 Fifth Amended and Restated Credit
FMC Corporation, certain
party thereto, the lenders and issuing banks party thereto, and
Citibank, N.A., as Administrative Agent for such lenders.
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