0001193125-04-039049 Sample Contracts

FMC Corporation Executive Severance Agreement
Severance Agreement • March 11th, 2004 • FMC Corp • Chemicals & allied products

THIS AGREEMENT is made and entered into as of the 31st day of December, 2001, by and between FMC Corporation (hereinafter referred to as the “Company”) and William K. Foster (hereinafter referred to as the “Executive”).

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FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND FMC CORPORATION
Trust Agreement • March 11th, 2004 • FMC Corp • Chemicals & allied products

THIS FIRST AMENDMENT, effective as of the first day of October, 2003, except as otherwise stated herein, by and between Fidelity Management Trust Company (the “Trustee”) and FMC Corporation (the “Sponsor”);

PARENT GUARANTY
Parent Guaranty • March 11th, 2004 • FMC Corp • Chemicals & allied products • New York

PARENT GUARANTY, dated as of October 21, 2002, by FMC CORPORATION (the “Guarantor”), in favor of each entity that has executed the Sharing Agreement (collectively, the “Foreign Lenders”) under the Foreign Loans (as defined below) listed opposite its name on such Schedule A (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).

COMPOSITE CONFORMED GUARANTY AGREEMENT (through Am. No. 9)
Composite Conformed Guaranty Agreement • March 11th, 2004 • FMC Corp • Chemicals & allied products • New York

GUARANTY AGREEMENT, dated September 14, 2000, made by FMC Corporation, a corporation organized and existing under the laws of Delaware (the “Sponsor”), in favor of Astaris LLC, a limited liability company organized and existing under the laws of Delaware (the “Company”) and in favor of the Lenders (the “Lenders”) parties to the Credit Agreement (as defined below) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.

Contract
FMC Corp • March 11th, 2004 • Chemicals & allied products • New York

WHEREAS, pursuant to the Credit Agreement dated as of October 21, 2002 (together with all appendices, exhibits and schedules thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined therein and used herein having the meanings given to them in the Credit Agreement) among FMC CORPORATION (the “Borrower”), the Lenders and Issuers party thereto and Citicorp USA, Inc., as agent for the Lenders and Issuers, the Lenders and Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

LETTER OF CREDIT AGREEMENT Dated as of October 21, 2002 among FMC CORPORATION as Borrower and THE ISSUERS PARTY HERETO and CITICORP USA, INC. as Administrative Agent WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119
Letter of Credit Agreement • March 11th, 2004 • FMC Corp • Chemicals & allied products • New York

LETTER OF CREDIT AGREEMENT dated as of October 21, 2002, among FMC CORPORATION, a Delaware corporation (the “Borrower”), the Issuers (as defined below), and CITICORP USA, INC. (“CUSA”), as agent for the Issuers and as agent for the Secured Parties (as defined below) under the Collateral Documents (as defined below) (in such capacity, the “Administrative Agent”).

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