AGREEMENT OF AMENDMENT
AGREEMENT OF AMENDMENT dated as of December 31, 2001 (the "Amendment") among FMC
FUNDING CORPORATION (the "Seller"), FMC CORPORATION ("FMC"), FMC
WYOMING CORPORATION ("FMC Wyoming", and together with FMC, the "Originators"),
CIESCO, L.P. ("CIESCO"), CITIBANK, N.A. (the "Bank") and CITICORP NORTH AMERICA, INC., as
agent (the "Agent").
W I T N E S S E T H
WHEREAS, the Seller, FMC, CIESCO, the Bank, and the Agent have entered into that certain Receivables
Purchase Agreement dated as of November 24, 1999 (as from time to time amended, the "Purchase
WHEREAS, the Seller and each Originator (as defined in the Purchase Agreement) have entered into that certain
Purchase and Contribution Agreement dated as of November 24, 1999 (the "Originator Purchase Agreement");
WHEREAS, the parties to this Amendment desire to, among other things, amend the Purchase Agreement as
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, the parties
hereto agree as follows:
Section 1. Defined Terms.
"Amendment Effective Date" means the later to occur of (i) the day on which the Agent shall have executed and
delivered one or more counterparts of this Amendment and shall have received one or more counterparts of this
Amendment executed by each of the parties hereto, and (ii) the conditions precedent set forth in Section 5 hereof
shall have been fulfilled.
Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms
in the Purchase Agreement.
Section 2. Amendments to the Purchase Agreement.
(a) The definition of "Applicable Division" set forth in Section 1.01 of the Purchase Agreement is hereby
amended by replacing the language set forth therein in its entirety with the following language:
""Applicable Division" means each of FMC's Chemical Products Group (including, without limitation, the Lithium
Division), Pharmaceutical Division,