Second Amendment to Credit Agreement
This Second Amendment to Credit Agreement dated as of August 30, 2002 (this "Amendment"), is entered into
among FMC Corporation, a Delaware corporation (the "Borrower"), each of the Lenders (as defined in the
Credit Agreement referred to below) party hereto and Citibank, N.A., as Administrative Agent (as defined
below), and amends the Credit Agreement dated as of January 31, 2002 (as amended hereby and as the same
may be further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among
the Borrower, the Lenders and Citibank, N.A., as administrative agent for the Lenders (in such capacity, and
together with any successor agent, the "Administrative Agent").
W i t n e s s e t h:
Whereas, the Lenders have agreed to amend certain provisions of the Credit Agreement on the terms set forth
Now, Therefore, the parties hereto hereby agree as follows:
SECTION 1. Definitions. All capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.
SECTION 2. Amendment. Effective as of the Second Amendment Effective Date (as defined below), the Credit
Agreement is hereby amended as follows:
(a) The following definitions for the following terms are hereby inserted in Section 1.01 of the Credit Agreement
in the appropriate place to preserve the alphabetical order of the definitions in such section:
"Inventory" has the meaning ascribed to such term in the Uniform Commercial Code of the State of New York.
"Medium Term Notes" means, collectively, the following notes issued by the Borrower under the Indenture dated
as of July 6, 1996, between the Borrower and Harris Trust and Savings Bank, as trustee: (i) the 7.125% Fixed
Rate Series B Medium Term Note in the original principal amount of $100,000,000 (of which $99,500,000 in
principal amount is outstanding) and maturing on November 25, 2002, (ii) the 6.530% Fixed Rate Medium Term