10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number 1-2376

FMC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-0479804
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1735 Market Street Philadelphia, Pennsylvania	19103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 215/299-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.10 par value	New York Stock Exchange Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A WELL-KNOWN SEASONED ISSUER, AS DEFINED BY RULE 405 OF THE SECURITIES ACT.    YES  x    NO  ¨

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SECTION 13 AND SECTION 15(d) OF THE ACT    YES  ¨    NO  x

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.    YES  x    NO  ¨

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT’S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K.  ¨

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING COMPANY. SEE THE DEFINITIONS OF “LARGE ACCELERATED FILER”, “ACCELERATED FILER,” AND “SMALLER REPORTING COMPANY” IN RULE 12b-2 OF THE EXCHANGE ACT. (CHECK ONE):

LARGE ACCELERATED FILER    x    ACCELERATED FILER    ¨    NON-ACCELERATED FILER    ¨ SMALLER REPORTING COMPANY    ¨

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12b-2 OF THE ACT.).    YES  ¨    NO  x

THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF JUNE 30, 2007, THE LAST DAY OF THE REGISTRANT’S SECOND FISCAL QUARTER WAS $3,380,548,415. THE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES EXCLUDES THE VALUE OF THOSE SHARES HELD BY EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT.

THE NUMBER OF SHARES OF THE REGISTRANT’S COMMON STOCK, $0.10 PAR VALUE, OUTSTANDING AS OF DECEMBER 31, 2007 WAS 75,129,401.

DOCUMENTS INCORPORATED BY REFERENCE

DOCUMENT	FORM 10-K REFERENCE
Portions of Proxy Statement for 2008 Annual Meeting of Stockholders	Part III

FMC Corporation

2007 Form 10-K Annual Report

Table of Contents

		Page
Part 1
Item 1	Business	3
Item 1A	Risk Factors	19
Item 1B	Unresolved Staff Comments	20
Item 2	Properties	20
Item 3	Legal Proceedings	21
Item 4	Submission of Matters to a Vote of Security Holders	22
Item 4A	Executive Officers of the Registrant	22
Part II
Item 5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6	Selected Financial Data	26
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8	Financial Statements and Supplementary Data	49
Item 9	Changes in Disagreements with Accountants on Accounting and Financial Disclosure	106
Item 9A	Controls and Procedures	106
Item 9B	Other Information	106
Part III
Item 10	Directors, Executive Officers and Corporate Governance	107
Item 11	Executive Compensation	107
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	107
Item 13	Certain Relationships and Related Transactions, and Director Independence	108
Item 14	Principal Accountant Fees and Services	108
Part IV
Item 15	Exhibits and Financial Statement Schedules	109
SIGNATURES		113

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PART I

FMC Corporation (FMC) was incorporated in 1928 under Delaware law and has its principal executive offices at 1735 Market Street, Philadelphia, Pennsylvania 19103. Throughout this Annual Report on Form 10-K, except where otherwise stated or indicated by the context, “FMC”, “We,” “Us,” or “Our” means FMC Corporation and its consolidated subsidiaries and their predecessors. Copies of the annual, quarterly and current reports we file with the SEC, and any amendments to those reports, are available on our website at www.FMC.com as soon as practicable after we furnish such materials to the SEC.

On August 17, 2007, the Board of Directors of FMC declared a two-for-one split of our common stock (the “Stock Split”) effected in the form of a distribution of one newly issued share paid on September 13, 2007 with respect to each share held as of the close of business on August 31, 2007. Trading in the common stock on a post-split adjusted basis began on September 14, 2007. The number of shares outstanding and related prices, per share amounts, share conversions, and share based data throughout this Form 10-K have been adjusted to reflect the Stock Split for all prior periods presented.

ITEM 1. BUSINESS

General

We are a diversified, global chemical company providing innovative solutions, applications and market-leading products to a wide variety of markets. We operate in three distinct business segments: Agricultural Products, Specialty Chemicals and Industrial Chemicals. Our Agricultural Products segment primarily focuses on insecticides, which are used in agriculture to enhance crop yield and quality by controlling a broad spectrum of pests and in pest control for non-agricultural applications, and on herbicides, which are used to reduce the need for manual or mechanical weeding by inhibiting or preventing weed growth. Specialty Chemicals consists of our BioPolymer and lithium businesses and focuses on food ingredients that are used to enhance texture, structure and physical stability, pharmaceutical additives for binding, encapsulation and disintegrant applications, ultrapure biopolymers for medical devices and lithium specialties for pharmaceutical synthesis, specialty polymers and energy storage. Our Industrial Chemicals segment manufactures a wide range of inorganic materials, including soda ash, hydrogen peroxide, specialty peroxygens and phosphorus chemicals.

The following table shows the principal products produced by our three business segments and their raw materials and uses:

Segment	Product	Raw Materials	Uses
Agricultural Products	Insecticides	Synthetic chemical intermediates	Protection of crops, including cotton, maize, soybeans, rice, sugarcane, cereals, fruits and vegetables from insects and for non-agricultural applications, including pest control for home, garden and other specialty markets
	Herbicides	Synthetic chemical intermediates	Protection of crops, including cotton, maize, soybeans, rice, sugarcane, cereals, fruits and vegetables, turf and roadsides from weed growth
Specialty Chemicals	Microcrystalline Cellulose	Specialty pulp	Drug dry tablet binder and disintegrant, food ingredient
	Carrageenan	Refined seaweed	Food ingredient for thickening and stabilizing, encapsulants for pharmaceutical and nutraceutical
	Alginates	Refined seaweed	Food ingredients, pharmaceutical excipient, wound care, orthopedic uses and industrial uses

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Segment	Product	Raw Materials	Uses
	Lithium	Mined lithium	Pharmaceuticals, polymers, batteries, greases and lubricants, air conditioning and other industrial uses
Industrial Chemicals	Soda Ash	Mined trona ore	Glass, chemicals, detergents
	Peroxygens	Hydrogen	Pulp & paper, chemical processing, detergents, antimicrobial disinfectants, environmental applications, electronics, and polymers
	Phosphorus Chemicals	Mined phosphate rock	Detergents, cleaning compounds, animal feed

We have operations in many areas around the world. With a worldwide manufacturing and distribution infrastructure, we are able to respond rapidly to global customer needs, offset downward economic trends in one region with positive trends in another and better match revenues to local costs to mitigate the impact of currency volatility. The charts below detail our sales and long-lived assets by major geographic region.

Revenues by Region - 2007	Long-lived Assets by Region - 2007
Revenue: $2,632.9 million	Long-lived Assets: $1,280.3 million

Our Strategy

Our corporate strategy is balanced between driving growth and innovation within our Specialty Chemicals and Agricultural Products segments and generating strong cash flow in our Industrial Chemicals segment. Our long-term objectives are as follows:

Realize the operating leverage inherent in our businesses.    We intend to maximize earnings growth and return on capital by maintaining or enhancing our market positions, reducing costs and prudently managing our asset base. In soda ash, we continually strive to optimize our proprietary and low-cost solution mining and longwall mining techniques, thereby reducing our production costs, which we believe are already the lowest in the industry. In Foret, we have selectively shut down higher cost production capacity to improve profitability. These initiatives have positioned our Industrial Chemicals business to profitably benefit from higher capacity utilization rates. In Agricultural Products, we began to phase out operations at our Baltimore, Maryland facility as part of our ongoing program to reduce manufacturing costs by producing our products and/or intermediates in lower-cost locations. Agricultural Products also benefits from its efforts to continually streamline its supply chain and reduce logistics costs.

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Maintain strategic and financial flexibility.    Going forward, we expect continued, sustained growth in our operating profit and resulting cash provided by operating activities. Furthermore, our businesses will meet future expected demand growth through a combination of debottlenecking current production, restarting mothballed capacity and sourcing from third parties. Lastly, we continue to explore asset sale opportunities. In the second quarter of 2006, we entered into an agreement with the Princeton Healthcare System to sell the FMC Research Center Facility in Princeton, New Jersey. This sale is expected to close in the first half of 2008. We intend to reinvest a portion of these proceeds into new, more cost efficient research facilities for our Agricultural Products and Specialty Chemicals businesses.

Focus the portfolio on higher growth businesses.    Our goal is to achieve the highest overall growth while continuing to generate returns above our cost of capital. In this regard, we intend to focus on building upon our core franchises in the food ingredient, pharmaceutical, energy storage, crop protection and non-agricultural pest control markets that exist within the Specialty Chemicals and Agricultural Products segments. Internal development will continue to be a core element of our growth strategy. Our BioPolymer business is developing new pharmaceutical delivery systems and ultra-pure biopolymers for medical devices, and working closely with top global food companies in the development of new health and convenience foods. Our lithium business is developing applications for energy storage markets to serve the rapid growth in global demand for hand-held electronic devices. Our Agricultural Products business is testing proprietary product differentiating technologies which could improve the biological efficacy and/or the cost competitiveness of existing and new chemistries, thereby potentially enhancing those products’ market acceptance and value to end-users. Product or business acquisitions, in-licensing, alliances and equity ventures are strategic options to enhance our technology offerings, broaden our market access and extend our geographic footprint. Each growth opportunity will be evaluated in the context of continued value creation for our shareholders, including the degree to which the opportunity complements one of our existing franchises, generates substantial synergies and are accretive to earnings. In addition, we intend to divest any business that cannot sustain a return above its cost of capital.

Financial Information about Our Business Segments

See Note 19 to our consolidated financial statements included in this Form 10-K. Also see below for selected financial information related to our segments.

Agricultural Products

Financial Information (In Millions)

Agricultural Products: Revenue and Operating Margin 2003-2007	Agricultural Products: Capital Expenditures and Depreciation and Amortization 2003-2007

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Overview

Our Agricultural Products segment, which represents approximately 34 percent of our 2007 consolidated revenues, develops, manufactures and sells a portfolio of crop protection, professional pest control and lawn and garden products. Our innovation and growth efforts focus on developing environmentally compatible solutions that can effectively increase farmers’ yields and provide more cost-effective alternatives to older chemistries to which insects or weeds may have developed resistance. Over the last several years, we restructured and redeployed our R&D resources to focus our innovation efforts towards accelerating the delivery of new products and productivity-enhancing technologies to our customers. Our goal is to shorten the innovation cycle and provide quicker payback on development and technology spending.

We differentiate ourselves by our focused strategy in selected products, crops and markets coupled with our low-cost manufacturing strategy. We are continually working to gain access to proprietary chemistries and technologies from third parties which are complementary to our existing products and market focus. We are encouraged by our progress in licensing and partnering to create proprietary products, developing technically advanced delivery systems and commercializing unique product premixes and combinations. We are optimistic that these efforts will continue to result in sales and profit growth over the next few years.

Products and Markets

Agricultural Products: 2007 Sales Mix	Agricultural Products: 2007 Revenue by Region

Agricultural Products provides a wide range of proprietary, branded products—based on both patented and off-patent technologies—for global crop protection, professional pest control, and lawn and garden markets. Product branding is a prevalent industry practice used to help maintain and grow market share by promoting end-user recognition and product and supplier reputation. Agricultural Products enjoys relatively strong niche positions in crop and non-crop market segments in the Americas, Europe and other parts of the world and derived approximately 78 percent of its revenue from outside North America in 2007.

Insecticides represent the majority of our sales in the Agricultural Products segment, particularly pyrethroid and carbamate chemistries, in which we maintain leading market positions based on revenues. Pyrethroids are a major class of insecticides whose efficient application rates and cost competitiveness are differentiated compared to most other classes of insecticides. They are most effective against worm pests. Carbamates are broad spectrum insecticides used to control a wide variety of pests in both soil and foliar applications. Our proprietary herbicides have grown significantly over the last several years. Our herbicide portfolio primarily targets niche uses and controls a wide variety of difficult-to-control weeds. We are also selectively evaluating opportunities to enhance our market position in fungicides, so that we can broaden our portfolio across the three major pesticide categories, i.e. insecticides, herbicides and fungicides.

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The following table summarizes the principal product chemistries in Agricultural Products and the principal uses of each chemistry:

Cotton

Corn

Rice

Cereals

Fruits, Vegetables

Soybeans

Sugar Cane

Tobacco

Oil Seed Rape

Prof.Pest Control Home & Garden

Insecticides

Pyrethroids

permethrin

X

X

X

X

X

X

X

X

cypermethrin

X

X

X

X

X

X

X

X

bifenthrin

X

X

X

X

X

X

X

X

X

zeta-cypermethrin

X

X

X

X

X

X

X

X

X

Carbamates

carbofuran

X

X

X

X

X

X

X

X

carbosulfan

X

X

X

X

X

X

X

X

Other

cadusafos

X

X

Herbicides

carfentrazone-ethyl

X

X

X

X

X

X

X

X

clomazone

X

X

X

X

X

X

X

sulfentrazone

X

X

X

X

X

Over the last several years, we have entered into a number of key agreements with third-party pesticide producers under which we work together to develop, market and/or distribute existing and new pesticide chemistries in various markets. These proprietary chemistries and technologies are complementary to our existing products and market strategies. The chemistries include flonicamid, a unique insecticide for controlling sucking pests, cyazofamid, a novel fungicide for crop and non-crop uses in the Americas and acetamiprid for pest control markets in North America. We also have numerous supply and access agreements with third-party producers for other pesticide products including the commercialization of proprietary premixes and combinations.

We access the market in key Western European markets through the Belgian-based pesticide distribution company, Belchim Crop Protection N.V., in which we have an ownership interest. We also have joint venture arrangements with Nufarm Limited in several key countries in Eastern Europe, which should allow us to capitalize on anticipated growth in this part of Europe. In North America, we access the market through several major national and regional distributors and recently strengthened our access capabilities by signing a long-term distribution agreement with Nufarm to market and sell a number of proprietary chemistries in Canada. Through these and other alliances, along with our own targeted marketing efforts and access to novel technologies, we expect to enhance our access in key agricultural and non-crop markets and develop new products that will help us continue to compete effectively.

We maintain competitive manufacturing cost positions through our strategy of sourcing raw materials, intermediates and finished products from third parties in lower-cost manufacturing countries such as China, India and Mexico. We are in the ninth year of implementing this low-cost manufacturing strategy. This strategy has resulted in significant cost savings and lower capital spending, and has reduced the fixed capital intensity of the business. In June 2007, we implemented the next stage of this strategy with the decision to phase out operations of our Baltimore, Maryland manufacturing facility by the end of the first quarter of 2008. This initiative will produce additional annual cost savings of approximately $25 million to $30 million, which is expected to be fully realized in fiscal year 2009.

Growth

We plan to grow by obtaining new and approved uses for existing product lines and acquiring, accessing, developing, marketing, distributing and/or selling complementary chemistries and/or related technologies from third parties in order to enhance our current product portfolio and our capabilities to effectively service our target

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markets and customers. Our growth will depend on our ability to deliver unique innovative solutions to our customers at an accelerating rate. Over the next several years, growth is anticipated from our proprietary insecticides and herbicides, and newly-accessed third party chemistries and/or technologies. For our proprietary insecticides, we launched a number of new products, expanded labels and/or unique formulations that deliver value-adding solutions to our customers. The emergence and spread of herbicide-resistant weeds and shifts in weed populations, coupled with several newly launched product formulations, expanded labels, and premixes, provide growth opportunities for our proprietary herbicide chemistries.

Industry Overview

The three principal categories of agricultural chemicals are herbicides, representing approximately half of global industry revenue, insecticides, representing approximately a quarter of global industry revenue, and fungicides, representing most of the remaining portion of global industry revenue.

Insecticides are used to control a wide range of insects, including chewing pests (such as caterpillars) and sucking pests (such as aphids). Insecticides are applied as sprays, dusts or granules and are used on a wide variety of crops such as fruits, vegetables, cotton, soybean, maize and cereals. There are several major classes of insecticide chemistries, including organophosphates, carbamates, pyrethroids and neonicotinoids.

Herbicides prevent or inhibit weed growth, thereby reducing or eliminating the need for manual or mechanical weeding. Herbicides can be selective (controlling only specific unwanted vegetation) or non-selective (controlling all vegetation), and are also segmented by their time of application: pre-planting, pre-emergent and post-emergent.

Fungicides prevent or inhibit the spread of plant disease which can adversely impact crop yields and quality. Fungicides are used on a wide variety of crops such as fruits, vegetables, soybean, cereals and rice.

The agrochemicals industry has undergone significant consolidation over the past ten years. Leading crop protection companies, Syngenta AG, Bayer AG, Monsanto Company, BASF AG, The Dow Chemical Company and E. I. du Pont de Nemours and Company (DuPont), currently represent approximately 70 percent of the industry’s global sales. Significant drivers for this consolidation have been the growth and grower acceptance of biotechnology, employed in row crops, and the escalation of research and development and marketing costs.

The next tier of agrochemical producers, including FMC, Makhteshim-Agan Industries Ltd., Sumitomo Chemical Company Limited, Ishihara Sangyo Kaisha, Nufarm Limited, Arysta LifeScience and Cheminova A/S, employ various differentiated strategies and compete by (1) unique technologies, (2) focusing on certain crops, markets and geographies, and/or (3) competitive pricing based on low-cost manufacturing positions. Some of these producers are generic competitors with little or no investment in innovation. There is a growing trend among these producers to partner with one another to gain economies of scale and competitive market access more comparable to larger competitors. Additionally, a number of these companies have grown rapidly through acquisition of other companies and/or product divestitures from the leading crop protection companies.

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Specialty Chemicals

Financial Information (In Millions)

Specialty Chemicals: Revenue and Operating Margin 2003-2007	Specialty Chemicals: Capital Expenditures and Depreciation and Amortization 2003-2007

Overview

Our Specialty Chemicals segment, which represents 25 percent of our 2007 consolidated revenues, is focused on high-performance food ingredients, pharmaceutical excipients and encapsulants, biomedical technologies and lithium specialty products, all of which enjoy solid customer bases and consistent, growing demand. The majority of Specialty Chemicals sales are to customers in non-cyclical end markets. We believe that our future growth in this segment will continue to be based on the value-added performance capabilities of these products and our research and development capabilities, as well as on the alliances and the close working relationships we have developed with key global customers.

Products and Markets

Specialty Chemicals: 2007 Sales Mix	Specialty Chemicals: 2007 Revenue by Region

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BioPolymer

BioPolymer is organized around the food, pharmaceutical and medical device markets, and is a key supplier to many companies in these markets. Many of BioPolymer’s customers in the food and pharmaceutical markets have come to rely on us for the majority of their supply requirements for these product lines. We believe that such reliance is based on our innovative solutions and operational quality. The Healthcare Ventures business of BioPolymer is leveraging this competency in innovation by developing new drug delivery and biomedical technologies for the pharmaceutical and medical device markets.

BioPolymer is a supplier of microcrystalline cellulose (MCC), carrageenan and alginates—ingredients that have high value-added applications in the production of food, pharmaceutical and other specialty consumer and industrial products. MCC, processed from specialty grades of both hardwood pulp and softwood pulp, provides binding and disintegrant properties for dry tablets and capsules and has unique functionality that improves the texture and stability of many food products. Carrageenan and alginates, both processed from seaweed, are used in a wide variety of food, pharmaceutical, nutraceutical and biomedical applications. In our Healthcare Ventures business, we are developing three technology platforms: NovaMatrix, which develops and supplies ultrapure biopolymers and application know-how for biomedical uses; soft capsule, which provide alginate and carrageenan-based encapsulants for pharmaceutical and nutraceutical uses; and NRobe, which offers proprietary film-based oral dose technology for pharmaceutical uses. The following chart summarizes the markets for BioPolymer’s products and our chemistries in each market:

		Microcrystalline Cellulose	Carrageenan	Alginates	Other
Food	Beverage	X	X	X
	Dairy	X	X	X
	Convenience foods	X	X	X	X
	Meat and poultry		X
	Pet food and other	X	X	X
Pharmaceutical	Tablet binding and coating	X	X	X	X
	Anti-reflux			X
	Liquid suspension	X	X
	Oral care		X
	Cosmetic care	X	X	X	X
Health Care Ventures	Biomedical			X	X
	Oral dose forms		X	X	X

Lithium

Lithium is a vertically-integrated technology business, based on both inorganic and organic lithium chemistries. While lithium is sold into a variety of end-markets, we have focused our efforts on selected growth niches such as fine chemicals for pharmaceutical synthesis, specialty polymers and energy storage.

Organolithium products are sold to fine chemical and pharmaceutical customers who use lithium’s unique chemical properties to synthesize high value-added products. Organolithiums are also highly valued in the specialty polymer markets as initiators in the production of synthetic rubbers and elastomers. Based on proprietary technology, our lithium business is working with companies who have expertise in the polymer industry to develop new, highly specialized polymers for a variety of end uses, such as industrial applications and automotive coatings.

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The electrochemical properties of lithium make it an ideal material for portable energy storage in high performance applications, including heart pacemakers, cell phones, camcorders, personal computers and next-generation technologies that combine cellular and wireless capabilities into a single device. Lithium is also being developed as the enabling element in advanced batteries for use in hybrid electric vehicles.

The following chart summarizes the major markets for various lithium products:

	Primary Inorganics	Specialty Inorganics	Lithium Metal/Ion Battery Materials	Organometallics	Intermediates
Fine Chemicals Pharmaceuticals, agricultural products	X		X	X	X
Polymers Elastomers, synthetic rubbers, industrial coatings			X	X	X
Energy Storage Non-rechargeable batteries, lithium ion batteries (rechargeable)	X	X	X
Other Glass & ceramics, construction, greases & lubricants, air treatment, pool water treatment	X	X

Industry Overview

Food Ingredients

Our BioPolymer business serves the texture, structure and physical stability (TSPS) food ingredients market. TSPS ingredients impart physical properties to thicken and stabilize foods. There are many types of TSPS ingredients and a wide range of food groups served, including bakery, meats, dairy and convenience products. The industry is dispersed geographically, with the majority of our sales in Europe, North America and Asia.

Trends driving market growth include increasing consumer interest in healthier foods, greater convenience and growth in per capita consumption of processed foods in emerging markets. The trend toward health and convenience drives the need for more functional ingredients to impart desired food tastes and textures. We believe carrageenan and MCC, which address this need, are growing faster than the overall TSPS market. The global customer base for TSPS is relatively fragmented and includes large and small food processors. Consolidation among these customers has been a significant trend over the past several years. As a result, TSPS ingredient suppliers such as us have focused on establishing alliances with market leaders with the goal of reducing costs, leveraging technology and expanding product offerings with key accounts.

Within the entire food ingredients market, there are a relatively large number of suppliers, due principally to the broad spectrum of chemistries employed. Segment leadership, global position and investment in technology are key factors to sustaining profitability. In addition, larger suppliers may often provide a broader product line and a range of services to food companies including functional systems or blends. The top suppliers of TSPS ingredients include FMC, Danisco A/S, DuPont, JM Huber, Kerry Ingredients, Cargill Incorporated, DGF Stoess AG, and Tate & Lyle PLC.

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Pharmaceutical Chemicals

Our BioPolymer business sells into the formulation chemicals segment of the pharmaceutical market. The major end markets for formulation chemicals include coatings and colors, fillers, binders, sweeteners and flavors, disintegrants and others.

Competitors tend to be grouped by chemistry. Our principal MCC competitors in pharmaceuticals include J. Rettenmaier & Sôhne GmbH, Ming Tai Chemical Co., Ltd., Asahi Kasei Corporation and Blanver Farmoquimica Ltda. While pricing pressure from low cost producers is a common competitive dynamic, companies like us offset that pressure by providing the most reliable and broadest range of products and services. Our customers are pharmaceutical firms who depend upon reliable therapeutic performance of their drug products.

We also supply alginates, MCC and carrageenan into oral care, cosmetics and health care markets. Highly refined extracts from selected seaweeds provide a broad range of alginate functionality, including uses in anti-reflux disorders, dental impressions, control release of drugs and wound dressings. Special grades of carrageenan extracts are used in liquid cough medicines, toothpaste and a variety of skin care products.

Lithium

Lithium is a highly versatile metal with diverse end-use markets including glass/ceramics, aluminum production, pharmaceuticals, polymers and both rechargeable and disposable batteries. The markets for lithium chemicals are global with significant demand growth occurring in developing markets of China and India. We market a wide variety of lithium-based products ranging from upstream, commodity lithium carbonate to highly specialized downstream products such as organolithium compounds and cathodic materials for batteries.

There are only three integrated producers of lithium: FMC, Rockwood Holdings, Inc., and Sociedad Quimica y Minera de Chile S.A., all of which produce lithium carbonate. FMC has a stronger presence in downstream lithium specialties where Rockwood is the primary competitor.

Industrial Chemicals

Financial Information (In Millions)

Industrial Chemicals: Revenue and Operating Margin 2003-2007	Industrial Chemicals: Capital Expenditures and Depreciation and Amortization 2003-2007

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Overview

Our Industrial Chemicals segment, which represents 41 percent of our 2007 consolidated revenues, has low-cost positions in high volume inorganic chemicals including soda ash and hydrogen peroxide, complemented by high value, niche positions in specialty alkali, phosphorus and peroxygen products.

Products and Markets

Industrial Chemicals: 2007 Sales Mix	Industrial Chemicals: 2007 Revenue by Region

Industrial Chemicals serves a diverse group of markets, from economically-sensitive industrial sectors to technology-intensive specialty markets. We process and sell refined inorganic products that are sought by customers for their critical reactivity or specific functionality in markets such as glass, detergents and pulp and paper. In addition, we produce, purify and market higher value downstream derivatives into specialized and customer-specific applications. These applications include electronics, biocides and animal nutrition.

Alkali

Our alkali chemical division produces natural soda ash. Soda ash is used by manufacturers in glass, chemical processing and detergent industries. To lesser degrees, we also produce sodium bicarbonate, caustic soda and sodium sesquicarbonate. The majority of our alkali sales are manufactured by and sold through FMC Wyoming Corporation, which we manage as an integral part of our alkali business and in which we own shares representing an 87.5 percent economic interest, with the remaining shares held by two Japanese companies.

We mine and produce natural soda ash using proprietary, low-cost mining technologies, such as longwall and solution mining, which, we believe, give us the lowest cost position. Our two production sites in Green River, Wyoming have the capacity to produce approximately 4.85 million tons of soda ash annually, with approximately eight hundred thousand tons of this capacity currently mothballed at December 31, 2007. For the past several years, the U.S. soda ash industry was essentially sold out. As a result of this condition, during 2005 and 2006 we restarted 500,000 tons of previously mothballed capacity to meet the increase in demand driven by the growth in export markets. On February 8, 2008 we announced the recomissioning of the remaining mothballed capacity in Green River, Wyoming. We expect the additional capacity to be fully online by 2012. The initial volume increase will be above 100,000 tons per year starting in 2009, and the remaining capacity, approximately 700,000 tons per year will be commissioned in increments over the next three to four years depending on export growth.

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Peroxygens

We produce hydrogen peroxide at production facilities in the United States, Canada and Mexico, and, as described below, through our wholly-owned Foret subsidiary, in Spain and the Netherlands. We also participate in a joint venture company in Thailand. We sell hydrogen peroxide into the pulp and paper industry, and to a lesser extent, in the chemical processing, environmental, electronics and food industries. We are a leading North American producer of hydrogen peroxide due in part to our broad product line, geographically-advantaged plant locations, state-of-the-art processing technology and superior customer service. Hydrogen peroxide represents approximately 70% percent of our peroxygens sales.

Our specialty peroxygens business supplies persulfate products primarily to polymer and printed circuit board markets and peracetic acid predominantly to the food industry for biocidal applications. Typically, we compete as a specialty player where we believe that we are differentiated by our strong technical expertise, unique process technology and geographic location.

Foret

Our European subsidiary, FMC Foret, S.A. (“Foret”), headquartered near Barcelona, Spain, is a leading provider of chemical products to the detergent, paper, textile, mining, and chemical industries. Foret operates seven manufacturing facilities across Europe, including one mine, with market positions in phosphates, hydrogen peroxide, perborates, percarbonates, sulfur derivatives, zeolites, silicates and sodium sulfate. Foret’s sales efforts are focused in Europe, Africa, and the Middle East and in South America mainly via Tripoliven, our Venezuelan joint-venture, in which Foret holds a minority participation.

In February 2008, we completed the sale of Foret’s sodium sulfate assets.

Industry Overview

We primarily participate in three product areas: soda ash, peroxygens and phosphorus chemicals. These products are generally inorganic and are generally commodities that, in many cases, have few cost-effective substitutes. Growth is typically a function of GDP in developed markets or the rate of industrialization in key export markets. Pricing tends to reflect the short-term supply and demand balance as producers add or reduce capacity in response to demand changes.

Soda Ash

Soda ash is a highly alkaline inorganic chemical essential in the production of glass and widely used in the production of chemicals, soaps and detergents, and many other products. Natural soda ash is typically produced from trona, a natural form of sodium sesquicarbonate, through mining and chemical processing. Soda ash may also be produced synthetically, but this process requires a significant amount of energy and produces large quantities of waste by-products, making it much less cost-effective than natural soda ash production.

Because of the processing cost advantages of trona and the large natural reserves of trona in the U.S., particularly in Green River, Wyoming, all U.S. soda ash is naturally produced. By contrast, due to a lack of trona, the majority of the soda ash that is manufactured in the rest of the world is produced synthetically. Other U.S. producers are OCI Chemical Corporation, Solvay S.A., The General Chemical Group Inc., and Searles Valley Minerals, which was acquired by Nirma Limited in November 2007.

Approximately 46 percent of U.S. soda ash production served export markets in 2007, with approximately 29 percent of U.S. soda ash production exported through the American Natural Soda Ash Corporation (“ANSAC”). ANSAC is the foreign sales association of the significant U.S. soda ash producers established in 1983 under the Webb-Pomerene Act and subsequent legislation. Since its creation, ANSAC has been successful in coordinating soda ash exports, exploiting the inherent cost benefits of U.S. produced natural soda ash and

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leveraging its large scale of operations to the benefit of its member companies. Consequently, U.S. exports of soda ash have risen significantly over the last 20 years.

Peroxygens

Hydrogen peroxide is typically sold for use as a bleach or oxidizer. As such, it often competes with other chemicals capable of performing similar functions. Some of our specialty peroxygen derivatives (e.g., persulfates, perborates, percarbonates) also function as bleaching or oxidizing agents. Environmental regulations, regional cost differences primarily due to transportation costs and technical differences in product performance factor into the decision to use hydrogen peroxide or one of its derivatives rather than another product. Since these considerations vary by region, the consumption patterns vary in different parts of the world. Hydrogen peroxide is sold in aqueous solutions, usually 35 percent, 50 percent or 70 percent by weight.

The North American pulp and paper industry represents approximately 70 percent of North American demand for hydrogen peroxide. In this market, hydrogen peroxide is used as an environmentally friendly bleaching agent to brighten chemical, mechanical, and recycled pulps, as well as treat a wide range of mill pollutants in the waste stream. The North American paper market is mature and new investment in pulp and paper capacity is largely focused in Asia and South America. The other North American hydrogen peroxide producers are Akzo Nobel N.V, Arkema Inc., Evonik Industries, Kemira Ovj, and Solvay S.A.

Phosphorous Chemicals

We participate in this business in Europe, the Middle East, Africa and South America through Foret. Major competitors include Thermphos International BV, Prayon Rupel, S.A. and various Chinese producers.

Phosphorous chemicals are used in many industrial applications in a wide array of chemical compounds. Overall growth in demand for phosphorous chemicals tends to correlate with GDP. Purified phosphoric acid (PPA) and phosphate salts (e.g., sodium phosphates and calcium phosphates) are sold into many markets including detergents, cleaning compounds and animal feed.

The basic input material for making phosphates is now produced using two processes. Most industrial applications use the cost-effective process that involves making PPA by the purification of fertilizer-grade phosphoric acid. Thermal phosphoric acid, long the industry standard, is produced from elemental phosphorus but is more costly due to energy and environmental compliance costs, and is now used in limited applications. Elemental phosphorus is still produced by Thermphos in the Netherlands and in several other countries, including China.

Over the next few years, industrial demand for phosphorous chemicals is expected to grow, driven by growing demand in the detergent industry in newly industrializing nations.

Source and Availability of Raw Materials

Our raw material requirements vary by business segment and include mineral-related natural resources (trona ore and lithium brines), processed chemicals, seaweed, specialty wood pulps and energy sources such as oil, gas, coal and electricity. Raw materials represented approximately 28 percent of our 2007 cost of sales and services, and no one raw material represented more than 8 percent of our total raw material purchases.

Ores used in Industrial Chemicals manufacturing processes are extracted by us from mines (e.g. trona in North America) or are purchased from others (e.g. phosphorous rock). Raw materials used by Specialty Chemicals include lithium brines, various types of seaweed that are sourced on a global basis and specialty pulps which are purchased from selected global producers. Raw materials used by Agricultural Products, primarily processed chemicals, are obtained from a variety of suppliers worldwide.

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Patents

We own a number of U.S. and foreign patents, trademarks and licenses that are cumulatively important to our business. We do not believe that the loss of any one or group of related patents, trademarks or licenses would have a material adverse effect on the overall business of FMC. The duration of our patents depends on their respective jurisdictions. Their expiration dates range through 2027.

Seasonality

The seasonal nature of the crop protection market and the geographic spread of the Agricultural Products business can result in significant variations in quarterly earnings. Agricultural products sold into the northern hemisphere (North America, Europe and parts of Asia) serve seasonal agricultural markets from March through September, generally resulting in earnings in the first, second and third quarters. Markets in the southern hemisphere (Latin America and parts of the Asia Pacific region, including Australia) are served from July through February, generally resulting in earnings in the third, fourth and first quarters. The remainder of our businesses is generally not subject to significant seasonal fluctuations.

Competition

We have a number one or number two market position in many of our product lines, based on revenue, either globally or in North America, largely as a result of our product offerings, proprietary technologies and our position as a low-cost producer. The following product lines accounted for the majority of our 2007 consolidated revenue. Market positions are based on the most recently available revenue data.

Agricultural Products		Specialty Chemicals		Industrial Chemicals
Product Line	Market Position	Product Line	Market Position	Product Line	Market Position
Pyrethroids	#2 in North America	Microcrystalline cellulose	#1 globally	Soda ash	#1 in North America
Carbofuran	#1 globally	Carrageenan	#1 globally	Peroxygens	#1 in North America
		Alginates	#1 globally (1)
		Lithium specialties	#1 globally (1)

(1) Shared.

We encounter substantial competition in each of our three business segments. This competition is expected to continue in both the United States and markets outside of the United States. We market our products through our own sales organization and through alliance partners, independent distributors and sales representatives. The number of our principal competitors varies from segment to segment. In general, we compete by operating in a cost-efficient manner and by leveraging our industry experience to provide advanced technology, high product quality and reliability and quality customer and technical service.

Our Agricultural Products segment competes primarily in the global chemical crop protection market for insecticides, herbicides and fungicides. The industry is characterized by a relatively small number of large competitors and a large number of smaller, often regional competitors. Industry products include crop protection chemicals and, for certain major competitors, genetically engineered (crop biotechnology) products. Competition from generic producers has increased as a significant number of product patents held industry-wide have expired in the last decade. In general, we compete as an innovator by focusing on product development, including novel formulations, proprietary mixes, and advanced delivery systems and by acquiring or licensing (mostly) proprietary chemistries or technologies that complement our product and geographic focus. We also differentiate ourselves by our global cost-competitiveness via our manufacturing strategies, establishing effective product stewardship programs and developing strategic alliances that strengthen market access in key countries and regions.

With significant positions in markets that include alginate, carrageenan, microcrystalline cellulose and lithium-based products, Specialty Chemicals competes on the basis of product differentiation, market

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applications expertise, customer service and price. BioPolymer competes with both direct suppliers of cellulose and seaweed extract as well as suppliers of other hydrocolloids, which may provide similar functionality in specific applications. In microcrystalline cellulose, competitors are typically smaller than us, while in seaweed extracts (alginates), we compete with other broad-based chemical companies. We and each of our two most significant competitors in lithium extract the element from naturally occurring lithium-rich brines located in the Andes Mountains of Argentina and Chile which are believed to be the world’s most significant and lowest cost sources of lithium.

Industrial Chemicals serves the soda ash markets worldwide, the peroxygens markets predominantly in North America and Europe and the phosphorus markets in Europe, the Middle East and Latin America. In North America, our soda ash business competes with four domestic producers of natural soda ash, three of which operate in the vicinity of our mine and processing facilities in Green River, Wyoming. Outside of the U.S, Canada and Europe, we sell soda ash mainly through ANSAC. Internationally, our natural soda ash competes with synthetic soda ash manufactured by numerous producers, ranging from integrated multinational companies to smaller regional companies. We maintain a leading position in the North American market for hydrogen peroxide. There are currently five other firms competing in the hydrogen peroxide market in North America. The primary competitive factor affecting the sales of soda ash and hydrogen peroxide is price. We seek to maintain our competitive position by employing low cost processing technology. At Foret, we possess strong cost and market positions in phosphates, percarbonate, peroxygens, zeolites, silicates, and sulfur derivatives. In each of these markets we face significant competition from a range of multinational and regional chemical producers. Competition in phosphorus chemicals is based primarily on price and to a lesser degree product differentiation.

Research and Development Expense

We perform research and development in all of our segments with the majority of our efforts focused in the Agricultural Products segment. The product development efforts in the Agricultural Products segment focus on developing environmentally sound solutions and new product formulations that cost-effectively increase farmers’ yields and provide alternatives to insect-resistant chemistries. In 2006, we restructured and redeployed our Agricultural Products new chemistry discovery spending to focus our innovation efforts on delivering value-adding solutions more quickly to our customers. This shift in strategy should result in a shorter innovation cycle for the segment. Our research and development expenses in the last three years are set forth below:

	Year Ended December 31,
	2007		2006		2005
	(in Millions)
Agricultural Products	$	69.7	$	74.1	$	72.4
Specialty Chemicals		17.0		15.0		15.1
Industrial Chemicals		7.9		7.8		6.9
Total	$	94.6	$	96.9	$	94.4

Environmental Laws and Regulations

We are subject to various federal, state, local and foreign environmental laws and regulations that govern emissions of air pollutants, discharges of water pollutants, and the manufacture, storage, handling and disposal of hazardous substances, hazardous wastes and other toxic materials and remediation of contaminated sites. We are also subject to liabilities arising under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and similar state laws that impose responsibility on persons who arranged for the disposal of hazardous substances, and on current and previous owners and operators of a facility for the clean-up of hazardous substances released from the facility into the environment. In addition, we are subject to liabilities under the Resource Conservation and Recovery Act (RCRA) and analogous state laws that require owners and operators of facilities that treat, store or dispose of hazardous waste to follow certain waste management practices and to clean up releases of hazardous substances into the environment associated with past or present practices.

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We have been named a Potentially Responsible Party (PRP) at 30 sites on the federal government’s National Priorities List (NPL) at which our potential liability has not yet been settled. In addition, we also have received notice from the EPA or other regulatory agencies that we may be a PRP or PRP equivalent, at other sites, including 39 sites at which we have determined that it is reasonably possible that we have environmental liability. In cooperation with appropriate government agencies, we are currently participating in, or have participated in, a Remedial Investigation/Feasibility Study (RI/FS) or its equivalent at most of the identified sites, with the status of each investigation varying from site to site. At certain sites, a RI/FS has only recently begun, providing limited information, if any, relating to cost estimates, timing, or the involvement of other PRPs; whereas, at other sites, the studies are complete, remedial action plans have been chosen, or a Record of Decision (ROD) has been issued.

Environmental liabilities include obligations relating to waste handling and the remediation and/or study of sites at which we are alleged to have released or disposed of hazardous substances. These sites include current operations, previously operated sites, and sites associated with discontinued operations. We have provided reserves for potential environmental obligations that we consider probable and for which a reasonable estimate of the obligation can be made. As of December 31, 2007, our net environmental reserve was $169.8 million compared to $167.2 million at December 31, 2006. We have recorded recoveries, representing probable realization of claims against insurance companies, U.S. government agencies and other third parties of $35.4 million and $37.0 million, respectively at December 31, 2007 and 2006. The recoveries at December 31, 2007 are recorded as either an offset to the “Environmental liabilities, continuing and discontinued” totaling $18.8 million or as “Other Assets” totaling $16.6 million in our consolidated balance sheets. The recoveries at December 31, 2006 are recorded as either an offset to the “Environmental liabilities, continuing and discontinued” totaling $22.4 million or as “Other Assets” totaling $14.6 million in our consolidated balance sheets. In addition, we have estimated that reasonably possible environmental loss contingencies may exceed amounts accrued by approximately $75 million at December 31, 2007.

Employees

We employ approximately 5,000 people, with approximately 2,600 people in our domestic operations and 2,400 people in our foreign operations. Approximately 34 percent of our U.S.-based employees and 39 percent of our foreign-based employees are represented by collective bargaining agreements. We have successfully concluded virtually all of our recent contract negotiations without a work stoppage. In those rare instances where a work stoppage has occurred, there has been no material effect on consolidated sales and earnings. We cannot predict, however, the outcome of future contract negotiations. In 2008, we have four collective-bargaining agreements expiring. These contracts affect approximately 2 percent of U.S.-based employees and 10 percent of foreign-based employees.

Securities and Exchange Commission Filings

Securities and Exchange Commission (SEC) filings are available free of charge on our website, www.fmc.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are posted as soon as practicable after we furnish such materials to the SEC.

In accordance with the New York Stock Exchange (NYSE) rules, on May 16, 2007, the Company filed our certification by our Chief Executive Officer (CEO) that, as of the date of the certification, he was unaware of any violation by FMC of the NYSE’s corporate governance listing standards. We also file with each Form 10-Q and our Form 10-K certifications by the CEO and Chief Financial Officer under sections 302 and 906 of the Sarbanes Oxley Act of 2002.

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ITEM 1A. RISK FACTORS

Among the factors that could have an impact on our ability to achieve operating results and meet our other goals are:

Industry Risks:

Pricing and volumes in our markets are sensitive to a number of industry specific and global issues and events including:

• Capacity utilization—Our Industrial Chemicals businesses are sensitive to industry capacity utilization. As a result, pricing tends to fluctuate when capacity utilization changes occur within our industry.

• Competition—All of our segments face competition, which could affect our ability to raise prices or successfully enter certain markets or retain our market position. Additionally in Agricultural Products, competition from genetically modified products (GMO) as well as generic producers has increased. Generics are driven by the number of significant product patents that have expired in the last decade.

• Changes in our customer base—Our customer base has the potential to change, especially when long-term supply contracts are renegotiated. Our Industrial Chemicals and Specialty Chemicals businesses are most sensitive to this risk.

• Climatic conditions—Our Agricultural Products markets are affected by climatic conditions, which could adversely affect crop pricing and pest infestations. The nature of these events makes them difficult to predict.

• Changing regulatory environment—Changes in the regulatory environment, particularly in the United States and the European Union, could adversely impact our ability to continue selling certain products in our domestic and foreign markets. Our Agricultural Products business is most sensitive to this general regulatory risk. In the European Union, the regulatory risk specifically includes the new chemicals regulation known as REACH (Registration, Evaluation, and Authorization of Chemicals), which will affect each of our business segments to varying degrees. The fundamental principle behind this regulation is that manufacturers must verify that their chemicals can be marketed safely through a special registration system.

• Climate change regulation—Changes in the regulation of greenhouse gases, depending on their nature and scope, could subject our manufacturing operations, particularly certain Industrial Chemicals operations in the United States, to additional costs or limits on operations.

• Raw materials and energy costs—Our operating results are significantly affected by the cost of raw materials and energy, including natural gas. We may not be able to fully offset the impact of higher raw materials and energy costs through price increases or productivity improvements.

• Supply arrangements/Chain/Production hazards—Certain raw materials are critical to our production process, especially in Agricultural Products and Specialty Chemicals, and while we have made supply arrangements to meet planned operating requirements an inability to obtain the critical raw materials or execute under the contract manufacturing arrangements would adversely impact our ability to produce product. We increasingly source critical intermediates and finished products from a number of suppliers, especially in Agricultural Products. An inability to obtain these products or execute under the contract sourcing arrangements would adversely impact our ability to sell product. Our facilities and those of our key contract manufacturers are subject to operating hazards, which may disrupt our business.

• Economic and political change—Our business could be adversely affected by economic and political changes in the markets where we compete including: war, terrorism, civil unrest, inflation rates, recessions, trade restrictions, foreign ownership restrictions and economic embargoes imposed by the United States or any of the foreign countries in which we do business; change in governmental laws and regulations and the level of enforcement of these laws and regulations; other governmental actions; and other external factors over which we have no control.

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• Market access risk—Our results may be affected by changes in distribution channels, which could impact our ability to access the market. In certain Agricultural Products segments, we access the market through joint ventures in which we do not have majority control. Where we do not have a strong product portfolio or market access relationships, we may be vulnerable to changes in the distribution model or influence of competitors with stronger product portfolios.

• Litigation and environmental risks—Current reserves relating to our ongoing litigation and environmental liabilities may ultimately prove inadequate.

• Hazardous materials—We manufacture and transport certain materials that are inherently hazardous due to their toxic or volatile nature and while we take precautions to handle and transport these materials in a safe manner if they are mishandled or released into the environment it could cause property damage or personal injury claims against us.

Technology Risks:

• Failure to make continued improvements in our product technology and new product introductions could impede our competitive position, particularly in Agricultural Products and Specialty Chemicals.

• Failure to continue to make process improvements to reduce costs could impede our competitive position.

Financial Risks:

• We are an international company and therefore face foreign exchange rate risks. We are particularly sensitive to the euro, the Chinese yuan, and the Brazilian real. To a lesser extent, we are sensitive to other Asian currencies, particularly the Japanese yen.

• In Brazil our customers face a combination of economic factors that could result in cash flow pressures that lead to slower payments.

• We have significant deferred income tax assets. The carrying value of these assets is dependent upon, among other things, our future performance and our ability to successfully implement our future business plans.

• We have significant investments in long-lived assets and continually review the carrying value of these assets for recoverability in light of changing market conditions and alternative product sourcing opportunities.

• Our results incorporate the financial performance of our equity affiliates. As such, our influence, though significant, is exercised in concert with our partners; accordingly, the performance of these investments is not under our control.

• Obligations related to our pension and postretirement plans reflect certain assumptions. To the extent our plans’ actual experience differs from these assumptions, our costs and funding obligations could increase or decrease significantly.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

FMC leases executive offices in Philadelphia, Pennsylvania and operates 32 manufacturing facilities and mines in 16 countries. Our major research and development facility is in Princeton, New Jersey. See Note 9 in the notes to the consolidated financial statements for further information regarding the sale of this facility. In February 2008, we completed the sale of Foret’s sodium sulfate assets, located in Toledo, Spain and this manufacturing facility is excluded from the below table.

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Trona ore, used for soda ash production in Green River, Wyoming, is mined primarily from property held under long-term leases. We own the mineral rights to the Salar del Hombre Muerto lithium reserves in Argentina. A number of our chemical plants require the basic raw materials that are provided by these mines, without which other sources would have to be obtained. With regard to our mining properties operated under long-term leases, no single lease or related group of leases is material to our businesses or to our company as a whole.

We believe our facilities meet present requirements and are in good operating condition. The number and location of our owned or leased production properties for continuing operations are:

	United States	Latin America and Canada	Western Europe	Asia- Pacific	Total
Agricultural Products (1)	4	1	—	3	8
Specialty Chemicals	3	2	4	3	12
Industrial Chemicals	4	2	6	—	12
Total	11	5	10	6	32

(1) Includes our Baltimore, Maryland manufacturing facility. We made the decision in June 2007 to phase out operations of this facility by the end of the first quarter of 2008.

ITEM 3. LEGAL PROCEEDINGS

Like hundreds of other industrial companies, we have been named as one of many defendants in asbestos-related personal injury litigation. These cases (most cases involve between 25 and 200 defendants) allege personal injury or death resulting from exposure to asbestos in premises of FMC or to asbestos-containing components installed in machinery or equipment manufactured or sold by discontinued operations. The machinery and equipment businesses we owned or operated did not fabricate the asbestos-containing component parts at issue in the litigation, and to this day, neither the U.S. Occupational Safety and Health Administration nor the EPA has banned the use of these components. Further, the asbestos-containing materials were housed inside of machinery and equipment and accessible only at the time of infrequent repair and maintenance. Therefore, we believe that, overall, the claims against FMC are without merit and consider ourselves to be a peripheral defendant in these matters. Indeed, the bulk of the claims against us to date have been dismissed without payment.

As of December 31, 2007, there were approximately 29,000 premises and product asbestos claims pending against FMC in several jurisdictions. To date, we have had discharged approximately 75,000 asbestos claims against FMC, the overwhelming majority of which have been dismissed without any payment to the plaintiff. Settlements by us with claimants to date have totaled approximately $17.7 million.

We intend to continue managing these cases in accordance with our historical experience. We have established a reserve for this litigation and believe that the outcome of these cases will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

In late June 2004, we were served in a lawsuit captioned “Lewis et al v FMC Corporation” which was filed in United States District Court for the Western District of New York. The suit was brought by thirteen residents of Middleport, New York who allege that we violated certain state and federal environmental laws and seeks injunctive relief and monetary damages for personal injuries and property damage in connection with such alleged violations. We believe this suit is without merit.

We have certain other contingent liabilities arising from litigation, claims, performance guarantees and other commitments incident to the ordinary course of business. Based on information currently available and established reserves, the ultimate resolution of our known contingencies, including the matters described in Note 18 to the consolidated financial statements in this Form 10-K, is not expected to have a material adverse effect on our consolidated financial position or liquidity. However, there can be no assurance that the outcome of these

21

contingencies will be favorable, and adverse results in certain of these contingencies could have a material adverse effect on our consolidated financial position, results of operations or liquidity.

See Note 1 “Principal Accounting Policies and Related Financial Information—Environmental Obligations,” Note 12 “Environmental” and Note 18 “Commitments, Guarantees and Contingent Liabilities” in the notes to our consolidated financial statements beginning on page 55, page 78 and page 95, respectively, included in this Form 10-K.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of FMC Corporation, the offices currently held by them, their business experience since at least January 1, 1999 and earlier and their ages as of December 31, 2007, are as follows:

Name	Age on 12/31/2007	Office, year of election and other                     information
William G. Walter	62	Chairman, Chief Executive Officer and President (01-present); Executive Vice President (00); Vice President and General Manager—Specialty Chemicals Group (97); General Manager—Alkali Chemicals Division (92); General Manager, Defense Systems International (86); Board member, International Paper Company (05-present)
W. Kim Foster	59	Senior Vice President and Chief Financial Officer (01-present); Vice President and General Manager—Agricultural Products Group (98); Director, International, Agricultural Products Group (96); General Manager, Airport Products and Systems Division (91); Board member, Hexcel Corporation (May 2007—present)
Andrea E. Utecht	59	Vice President, General Counsel and Secretary (01-present); Senior Vice President, Secretary and General Counsel, Atofina Chemicals, Inc. (96)
Theodore H. Butz	49	Vice President and General Manager—Specialty Chemicals Group (03-present); General Manager, BioPolymer Division (99); General Manager, Food Ingredients Division (96); Director BioProducts and Group Development, Specialty Chemicals (95)
Milton Steele	59	Vice President and General Manager Agricultural Products Group (01-present); International Director, Agricultural Products (99); General Manager Bio Product Division (98); General Manager, Asia Pacific (96); Area Manager, Asia Pacific (92)
D. Michael Wilson	45	Vice President and General Manager—Industrial Chemicals Group (03-present); General Manager Lithium Division (97); Vice President and General Manager, Technical Specialty Papers Division, Wausau Paper Corporation (96); Vice President Sales and Marketing, Rexam, Inc. (93)
Thomas C. Deas, Jr.	57	Vice President and Treasurer (01-present); Vice President, Treasurer and CFO, Applied Tech Products Corp. (98); Vice President, Treasurer and CFO, Airgas, Inc. (97); Vice President, Treasurer and CFO, Maritrans, Inc. (96); Vice President—Treasury and Assistant Treasurer, Scott Paper Company (88)
Graham R. Wood	54	Vice President, Corporate Controller (01-Present); Group Controller—Agricultural Products Group (99); Chief Financial Officer—European Region (97); Group Controller—FMC Foodtech (93)

No family relationships exist among any of the above-listed officers, and there are no arrangements or understandings between any of the above-listed officers and any other person pursuant to which they serve as an officer. All officers are elected to hold office for one year or until their successors are elected and qualified.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

FMC common stock of $0.10 par value is traded on the New York Stock Exchange and the Chicago Stock Exchange (Symbol: FMC). There were 5,096 registered common stockholders as of December 31, 2007. Presented below are the 2007 and 2006 quarterly summaries of the high and low prices of the company’s common stock after giving effect to our September 2007 Stock Split for all prior periods presented. In 2006, the Board of Directors approved the initiation of a quarterly cash dividend of $0.09 per share which was paid in April, July, and October 2006, and January and April 2007. In April 2007, the Board announced its plan to increase the quarterly dividend by 17 percent from $0.09 to $0.105 per share and dividends at this rate were paid in July and October 2007 and January 2008. Total cash dividends of $29.7 million and $21.0 million were paid in 2007 and 2006, respectively. No cash dividends were paid in 2005. The following table sets forth, for the indicated periods, the high and low price ranges of our common stock.

	2007								2006
Common stock prices:	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
High	$	39.73	$	44.96	$	52.45	$	59.00	$	31.69	$	33.34	$	32.74	$	38.99
Low	$	35.63	$	36.47	$	41.56	$	50.77	$	25.87	$	30.36	$	27.75	$	31.84

FMC’s annual meeting of stockholders will be held at 2:00 p.m. on Tuesday, April 22, 2008, at the National Constitution Center, Kirby Auditorium—2nd Level, 525 Arch Street at Independence Mall, Philadelphia, PA 19106. Notice of the meeting, together with proxy materials, will be mailed approximately 30 days prior to the meeting to stockholders of record as of February 26, 2008.

Transfer Agent and Registrar of Stock:	National City Bank
	Corporate Trust Operations
	P.O. Box 92301
	Cleveland, Ohio 44193-0900

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Stockholder Return Performance Presentation

The graph that follows shall not be deemed to be incorporated by reference into any filing made by FMC under the Securities Act of 1933 or the Securities Exchange Act of 1934.

The following Stockholder Performance Graph compares the five-year cumulative total return on FMC’s Common Stock for the period from January 1, 2003 to December 31, 2007 with the S&P Midcap 400 Index and the S&P 400 Chemicals Index. The comparison assumes $100 was invested on December 31, 2002 in FMC’s Common Stock and in both of the Indices, and the reinvestment of all dividends.

	2002	2003	2004	2005	2006	2007
FMC Corp	100.00	124.93	176.79	194.62	282.83	402.31
S&P 400 Midcap Index	100.00	135.34	155.93	173.57	189.34	202.09
S&P 400 Chemicals Index	100.00	117.69	150.15	144.58	166.49	208.84

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For the three and twelve months ended December 31, 2007, we made the following share repurchases:

PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Per Share		Total Number of Shares Purchased As Part of Publicly Announced Program	Total Dollar Value of Purchases under the Program		Maximum Dollar Value of Shares that May Yet be Purchased Under the Program
Total 1Q 2007	592,186	$	37.39	536,422	$	19,999,938	$	39,990,511
Total 2Q 2007	775,186	$	42.17	705,752	$	29,999,990	$	220,000,010
Total 3Q 2007	677,904	$	44.58	672,980	$	29,999,965	$	190,000,045
October 1-31, 2007	—	$	—	—	$	—	$	190,000,045
November 1-30, 2007	250,369	$	52.58	248,700	$	13,068,152	$	176,931,893
December 1-31, 2007	342,224	$	54.54	310,985	$	16,931,822	$	160,000,071
Total 4Q 2007	592,593	$	53.71	559,685	$	29,999,974	$	160,000,071
Total 2007	2,639,869	$	44.31	2,474,839	$	109,999,867	$	160,000,071

On April 24, 2007, the Board of Directors authorized the repurchase of up to $250 million of our common stock. The new $250 million share repurchase program replaces the $150 million program authorized in February 2006. During the twelve months ended December 31, 2007, we repurchased 2,474,839 of our shares at an aggregate cost of approximately $110 million, including 536,422 shares for approximately $20 million under the old program and 1,938,417 shares for approximately $90 million under the new program.

We also reacquire shares from time to time in connection with the vesting and exercise of awards under our equity compensation plans, and such reacquisitions are included in the share repurchases reported under this Item.

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ITEM 6. SELECTED FINANCIAL DATA

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial and other data presented below for, and as of the end of, each of the years in the five-year period ended December 31, 2007, are derived from our consolidated financial statements. The selected consolidated financial data should be read in conjunction with our consolidated financial statements for the year ended December 31, 2007.

	Year Ended December 31,
	2007			2006			2005			2004			2003
	(in Millions, except per share data and ratios)
Income Statement Data:
Revenue	$	2,632.9		$	2,345.9		$	2,146.0		$	2,055.6		$	1,921.1
Income from continuing operations before equity in (earnings) loss of affiliates, investment gains, minority interests, interest expense, net, loss on extinguishment of debt, income taxes and cumulative effect of change in accounting principle		228.0			250.8			235.3			229.7			201.4
Income from continuing operations before income taxes and cumulative effect of change in accounting principle		185.7			212.4			189.1			135.5			37.7
Income from continuing operations before cumulative effect of change in accounting principle		156.7			144.1			108.4			178.3			39.6
Discontinued operations, net of income taxes (1)		(24.3	)		(12.8	)		6.1			(15.4	)		(13.3	)
Cumulative effect of change in accounting principle, net of income taxes (2)		—			—			(0.5	)		—			—
Net income	$	132.4		$	131.3		$	114.0		$	162.9		$	26.3
Basic earnings (loss) per common share (3):
Continuing operations	$	2.08		$	1.88		$	1.44		$	2.46		$	0.56
Discontinued operations		(0.32	)		(0.17	)		0.08			(0.21	)		(0.19	)
Cumulative effect of change in accounting principle		—			—			(0.01	)		—			—
Net earnings (loss) per common share	$	1.76		$	1.71		$	1.51		$	2.25		$	0.37
Diluted earnings (loss) per common share (3):
Continuing operations	$	2.02		$	1.82		$	1.38		$	2.39		$	0.56
Discontinued operations		(0.31	)		(0.16	)		0.08			(0.21	)		(0.19	)
Cumulative effect of change in accounting principle		—			—			(0.01	)		—			—
Net earnings (loss) per common share	$	1.71		$	1.66		$	1.45		$	2.18		$	0.37
Balance Sheet Data:
Total assets	$	2,733.4		$	2,740.7		$	2,745.3		$	2,982.1		$	2,834.2
Long-term debt	$	497.3		$	576.0		$	640.7		$	893.0		$	1,036.4
Other Data:
Ratio of earnings to fixed charges (4)		5.1x			5.3x			2.5x			2.4x			2.0x

Footnotes:

(1) Discontinued operations, net of income taxes includes the following items related to our discontinued businesses: gains and losses related to adjustments to our estimates of our liabilities for general liability, workers’ compensation, tax liabilities, postretirement benefit obligations, legal defense, property maintenance and other costs, losses for the settlement of litigation and environmental reserves and gains related to property sales.

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(2) On December 31, 2005, we adopted FASB Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations”. The cumulative effect of adoption was an after-tax charge of $0.5 million.

(3) On August 17, 2007, the Board of Directors of FMC declared a two-for-one split of our common stock effected in the form of a distribution of one newly issued share paid on September 13, 2007 with respect to each share held as of the close of business on August 31, 2007. Trading in the common stock on a post-split adjusted basis began on September 14, 2007. The number of shares outstanding and related prices, per share amounts, share conversions, and share-based data throughout this Form 10-K have been adjusted to reflect the Stock Split for all prior periods presented.

(4) In calculating this ratio, earnings consist of income from continuing operations before income taxes and cumulative effect of change in accounting principle plus minority interests, interest expense, net, amortization expense related to debt discounts, fees and expenses, amortization of capitalized interest, interest included in rental expenses (assumed to be one third of rent) and equity in (earnings) loss of affiliates. Fixed charges consists of interest expense, net, amortization of debt discounts, fees and expenses, interest capitalized as part of fixed assets and interest included in rental expenses.

FORWARD-LOOKING INFORMATION

Statement under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995: We and our representatives may from time to time make written or oral statements that are “forward-looking” and provide other than historical information, including statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations within, in our other filings with the Securities and Exchange Commission, or in reports to our stockholders. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the risk factors listed in Item 1A of this Form 10-K.

In some cases, we have identified forward-looking statements by such words or phrases as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a diversified, global chemical company providing innovative solutions and applications to a wide variety of end markets. We operate in three business segments: Agricultural Products, Specialty Chemicals and Industrial Chemicals. Agricultural Products’ principal focus is on insecticides, which are used to enhance crop yield and quality by controlling a wide spectrum of pests, and on herbicides, which are used to reduce the need for manual or mechanical weeding by inhibiting or preventing weed growth. Specialty Chemicals consists of our BioPolymer and lithium businesses and focuses on food ingredients that are used to enhance texture, structure and physical stability, pharmaceutical additives for binding and disintegrant use and lithium specialties for pharmaceutical synthesis, specialty polymers and energy storage. Our Industrial Chemicals segment manufactures a wide range of inorganic materials, including soda ash, peroxygens and phosphorus chemicals.

2007 Highlights

2007 was a year in which we experienced continued sales growth in all of our business segments. Consolidated revenue of $2,632.9 million was up 12.2 percent from the prior year. Agricultural Products, Specialty Chemicals and Industrial Chemicals had revenue increases of 16 percent, 11 percent and 10 percent, respectively. We also had strong performance across most of our business segments for the year ended December 31, 2007. Segment operating profit, as presented in Note 19 to the consolidated financial statements in this Form 10-K, increased 21.0 percent for the year ended December 31, 2007 compared to the prior period. We continue to be impacted by higher energy costs and higher raw material costs. Included in our net income were various restructuring and other income and charges which are described in more detail below under “Results of Operations.” Our segment results for the year ended December 31, 2007 were impacted, in particular, by the following:

• Agricultural Products segment operating profits increased significantly due to higher sales in all geographic regions, particularly in Brazil as a result of buoyant market conditions, including high commodity prices for most crops, as well as continued global supply chain productivity improvements, which more than offset higher incremental selling and distribution costs due to increased sales and higher energy and raw materials costs.

• Specialty Chemicals segment operating profits increased as a result of higher selling prices in primary lithium compounds and strong commercial performance in both pharmaceutical and food businesses in BioPolymer. Segment operating profit also increased due to improved mix and continued productivity improvements, which more than offset increased raw material costs.

• Industrial Chemicals segment operating profits decreased for the year ended December 31, 2007 and were unfavorably impacted by higher energy and raw material costs across its businesses and lower electricity selling prices in Spain in the first three quarters of the year, where Foret operates electricity cogeneration facilities and excess electricity is sold into the Spanish electrical grid. These higher costs more than offset higher selling prices and export volume growth in soda ash.

2008 Outlook

In 2008, we expect continued growth in our revenue and earnings. The increase in revenue is expected to be driven by higher selling prices for soda ash, higher volumes in BioPolymer and lithium, higher selling prices in Biopolymer and, in Agricultural Products, a healthy global agribusiness economy, new product introductions and increased demand for biofuels. The increase in earnings is expected to be driven by sales growth, new product introductions and further supply chain productivity improvements in Agricultural Products, continued strong commercial performance in BioPolymer, and aggregate price and volume benefits in Industrial Chemicals. Higher raw material and energy costs are expected to partially offset our profit growth. We expect cash flow generation from our business segments to remain strong.

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Critical Accounting Policies

Our consolidated financial statements are prepared in conformity with U.S generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have described our accounting policies in Note 1 to our consolidated financial statements included in this Form 10-K. We have reviewed these accounting policies, identifying those that we believe to be critical to the preparation and understanding of our consolidated financial statements. We have reviewed with the Audit Committee those accounting policies that we have deemed critical. These policies are central to our presentation of results of operations and financial condition and require management to make estimates and judgments on certain matters. We base our estimates and judgments on historical experience, current conditions and other reasonable factors.

Environmental obligations

We provide for environmental-related obligations when they are probable and amounts can be reasonably estimated. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range has been used.

Estimated obligations to remediate sites that involve oversight by the EPA, or similar government agencies, are generally accrued no later than when a ROD, or equivalent, is issued, or upon completion of a RI/FS that is submitted by us to the appropriate government agency or agencies. Estimates are reviewed quarterly by our environmental remediation management, as well as by financial and legal management and, if necessary, adjusted as additional information becomes available. The estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, required remediation methods, and other actions by or against governmental agencies or private parties.

Our environmental liabilities for continuing and discontinued operations are principally for costs associated with the remediation and/or study of sites at which we are alleged to have disposed of hazardous substances. Such costs principally include, among other items, RI/FS, site remediation, costs of operation and maintenance of the remediation plan, fees to outside law firms and consultants for work related to the environmental effort, and future monitoring costs. Estimated site liabilities are determined based upon existing remediation laws and technologies, specific site consultants’ engineering studies or by extrapolating experience with environmental issues at comparable sites.

Included in the environmental reserve balance, other assets and reasonably possible loss contingencies for 2007 are potentially recoverable amounts from third party insurance policies, and some of these amounts have been recognized as offsetting recoveries in 2007.

Provisions for environmental costs are reflected in income, net of probable and estimable recoveries from named PRPs or other third parties. Such provisions incorporate inflation and are not discounted to their present values.

In calculating and evaluating the adequacy of our environmental reserves, we have taken into account the joint and several liability imposed by CERCLA and the analogous state laws on all PRPs and have considered the identity and financial condition of each of the other PRPs at each site to the extent possible. We have also considered the identity and financial condition of other third parties from whom recovery is anticipated, as well as the status of our claims against such parties. Although we are unable to forecast the ultimate contributions of PRPs and other third parties with absolute certainty, the degree of uncertainty with respect to each party is taken into account when determining the environmental reserve by adjusting the reserve to reflect the facts and circumstances on a site-by-site basis. Our liability includes our best estimate of the costs expected to be paid before the consideration of any potential recoveries from third parties. We believe that any recorded recoveries related to PRPs are realizable in all material respects. Recoveries are recorded as either an offset in “Environmental liabilities, continuing and discontinued” or as “Other Assets” in our consolidated balance sheets.

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Impairments and valuation of long-lived assets

Our long-lived assets include property, plant and equipment and long-term investments, goodwill and intangible assets. We test for impairment whenever events or circumstances indicate that the net book value of these assets may not be recoverable from the estimated undiscounted expected future cash flows expected to result from their use and eventual disposition. In cases where the estimated undiscounted expected future cash flows are less than net book value, an impairment loss is recognized equal to the amount by which the net book value exceeds the estimated fair value of assets, which is based on discounted cash flows at the lowest level determinable. The estimated cash flows reflect our assumptions about selling prices, volumes, costs and market conditions over a reasonable period of time.

We prepare an annual impairment test of goodwill. The assumptions used to estimate fair value include our best estimate of future growth rates, discount rates and market conditions over a reasonable period. We performed this test in 2007 and determined that no impairment charge was required.

Pensions and other postretirement benefits

We provide qualified and nonqualified defined benefit and defined contribution pension plans, as well as postretirement health care and life insurance benefit plans to our employees. Effective July 1, 2007, all of our newly hired and rehired salaried and nonunion hourly employees are no longer eligible for our defined benefit pension plans. The costs (benefits) and obligations related to these benefits reflect key assumptions related to general economic conditions, including interest (discount) rates, healthcare cost trend rates, expected rates of return on plan assets and the rates of compensation increases for employees. The costs (benefits) and obligations for these benefit programs are also affected by other assumptions, such as average retirement age, mortality, employee turnover, and plan participation. To the extent our plans’ actual experience, as influenced by changing economic and financial market conditions or by changes to our own plans’ demographics, differs from these assumptions, the costs and obligations for providing these benefits, as well as the plans’ funding requirements, could increase or decrease. When actual results differ from our assumptions, the difference is typically recognized over future periods. In addition, the unrealized gains and losses related to our pension and postretirement benefit obligations may also affect periodic benefit costs (benefits) in future periods.

We use certain calculated values of assets under methods both to estimate the expected rate of return on assets component of pension cost and to calculate our plans’ funding requirements. The expected rate of return on plan assets is based on a market-related value of assets that recognizes investment gains and losses over a five-year period. We use an actuarial value of assets to determine our plans’ funding requirements. The actuarial value of assets must be within a certain range, high or low, of the actual market value of assets, and is adjusted accordingly.

We recorded $11.5 million, $15.1 million and $10.6 million of net annual pension and other postretirement benefit cost in 2007, 2006 and 2005, respectively.

As of December 31, 2006 we adopted a new pension accounting standard (see Note 13 to the consolidated financial statements in this Form 10-K) which required us to recognize in our consolidated balance sheet the total underfunded status of our defined benefit postretirement plans. The underfunded status is defined as the difference between the fair value of the plan assets and the projected benefit obligation. At December 31, 2007 and 2006, our net underfunded status recorded on our consolidated balance sheets was $110.6 million and $140.2 million, respectively.

We made voluntary cash contributions to our U.S. qualified pension plan of $30.0 million in both 2007 and 2006. In addition, we paid nonqualified pension benefits from company assets of $3.0 million and $2.7 million, for 2007 and 2006, respectively. We paid other postretirement benefits, net of participant contributions, of $4.7 million and $5.0 million for 2007 and 2006, respectively. Our estimated cash contributions for 2008 include approximately $3.0 million in nonqualified pension benefits, $4.2 million in other postretirement benefits, and we plan to make voluntary cash contributions to our U.S. qualified pension plan of approximately $30.0 million.

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We select the discount rate used to calculate pension and other postretirement obligations based on a review of available yields on high-quality corporate bonds, including Moody’s Investors Service, Inc. (“Moody’s”) Aa-rated Corporate and Industrial bond indices. In selecting the discount rate for 2007, we placed particular emphasis on a yield-curve approach designed by our actuary to derive an appropriate discount rate for computing the present value of the future cash flows associated with our pension and other postretirement obligations taking into consideration both the timing and amount of the cash flows. The specific interest rates supporting the yield curve were derived from calculated returns (yields) from a portfolio of high-quality (Aa-graded or higher) bond investments constructed by our actuary.

In developing the expected long-term rate of return on asset assumption for our plan, we take into consideration the technical analysis performed by our outside actuaries, including historical market returns, information on long-term real return expectations by asset class, inflation assumptions, and expectations for standard deviation related to these best estimates. We also consider the historical performance of our own plan’s trust, which has earned a compound annual rate of return of approximately 9.5 percent over the last 10 years (which is in excess of comparable market indices for the same period) as well as other factors. The current asset allocation for our plan is approximately 79 percent equities (U.S. and non-U.S.), 18 percent fixed-income and 3 percent cash and other short-term investments. Given an actively managed investment portfolio, the expected annual rates of return by asset class for our portfolio, using geometric averaging, and after being adjusted for an estimated inflation rate of approximately 3 percent, is between 9 percent and 11 percent for both U.S. and non-U.S. equities, and between 5 percent and 7.5 percent for fixed-income investments, which generates a total expected portfolio return that is in line with our rate of return assumption. We continually monitor the appropriateness of this rate in light of current market conditions. For the sensitivity of our pension costs to incremental changes in assumptions see our discussion below.

Sensitivity analysis related to key pension and postretirement benefit assumptions.

A one-half percent increase in the assumed discount rate would have decreased pension and other postretirement benefit obligations by $52.5 million at December 31, 2007 and $53.0 million at December 31, 2006, and decreased pension and other postretirement benefit costs by $3.7 million, $5.2 million and $3.0 million for 2007, 2006 and 2005, respectively. A one-half percent decrease in the assumed discount rate would have increased pension and other postretirement benefit obligations by $57.7 million at December 31, 2007 and $57.1 million at December 31, 2006, and increased pension and other postretirement benefit net periodic benefit cost by $6.1 million, $5.9 million and $5.6 million for 2007, 2006 and 2005, respectively.

A one-half percent increase in the assumed expected long-term rate of return on plan assets would have decreased pension costs by $4.0 million, $3.6 million and $3.4 million for 2007, 2006 and 2005, respectively. A one-half percent decrease in the assumed long-term rate of return on plan assets would have increased pension costs by $4.0 million, $3.6 million and $3.4 million for 2007, 2006 and 2005, respectively.

Further details on our pension and other postretirement benefit obligations and net periodic benefit costs (benefits) are found in Note 13 to our consolidated financial statements in this Form 10-K.

Income taxes

We have recorded a valuation allowance to reduce deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for this allowance, we have considered a number of factors including future income, the jurisdictions in which such income is earned and our ongoing tax planning strategies. In the event that we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. Similarly, should we conclude that we would be able to realize certain deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax assets would increase income in the period such determination was made. At December 31, 2007 and 2006, the valuation allowance was $65.1 million and $81.5 million, respectively.

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Results of Operations—2007, 2006 and 2005

Overview

	Year Ended December 31,
	2007						2006				2005
	Per Share (Diluted)						Per Share (Diluted)				Per Share (Diluted)
	(In Millions, Except Per Share Data)
Consolidated Revenue	$	2,632.9					$	2,345.9			$	2,146.0
Net income	$	132.4		$	1.71		$	131.3	$	1.66	$	114.0		$	1.45
Net income includes the following after-tax charges (gains):
Restructuring and other charges/(income), net (1)	$	97.0		$	1.25		$	57.9	$	0.73	$	26.1		$	0.33
In-process research and development		1.2			0.02			1.2		0.02		—			—
Astaris restructuring (2)		—			—			—		—		(0.2	)		—
Investment gains (3)		—			—			—		—		(24.1	)		(0.31	)
Loss on extinguishment of debt		0.2			0.01			—		—		37.4			0.48
Cumulative effect of change in accounting principle		—			—			—		—		0.5			0.01
Discontinued operations		24.3			0.31			12.8		0.16		(6.1	)		(0.08	)
Tax adjustments		(15.4	)		(0.21	)		12.5		0.16		21.7			0.28
After-tax income from continuing operations excluding restructuring and other income and charges (4)	$	239.7		$	3.09		$	215.7	$	2.73	$	169.3		$	2.16

(1) In addition to the line item “Restructuring and other charges” of $162.9 million ($102.5 million after-tax) as presented in our consolidated statement of income this line in the above reconciliation includes the following:

• Amounts shown for 2007 reflect a gain of $0.4 million ($0.3 million after-tax) from the difference between the carrying value of our remaining investment in the Astaris joint venture and cash received from the joint venture. This gain is included in “Equity in (earnings) of affiliates” in the consolidated statement of income for the year ended December 31, 2007. In 2005 Astaris sold substantially all of the assets of its business and the buyers assumed certain of the liabilities of Astaris.

• The amounts shown for 2007 also reflect minority interest of $1.4 million associated with our decision to abandon a co-generation facility at Foret during the second quarter of 2007. This amount is shown in “Minority interest” on the consolidated statement of income for the year ended December 31, 2007.

• Additionally, the amounts shown for 2007 reflect a $6.1 million ($3.8 million after-tax) benefit related to a correction of LIFO inventory reserves related to prior periods. See Note 1 to our consolidated financial statements in this Form 10-K for further detail on this matter. This adjustment has been recorded as a component of “Costs of sales and services” in the consolidated statements of income for the year ended December 31, 2007.

(2) Our share of charges recorded by Astaris, the phosphorous joint venture prior to the sale of substantially all of its assets is included in “Equity in (earnings) loss of affiliates” in the consolidated statements of income. Income for the year ended December 31, 2005 represents adjustments to liabilities related to restructuring and other charges recorded by Astaris prior to the sale of substantially all of its assets.

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(3) Investment gains include a gain in connection with Astaris’s sale of substantially all of its assets. This gain is included in “equity in (earnings) loss of affiliates” in the consolidated statements of income for the year ended December 31, 2005.

(4) We believe that the Non-GAAP financial measure “After-tax income from continuing operations, excluding restructuring and other income and charges,” and its presentation on a per-share basis, provides useful information about our operating results to investors and securities analysts. We also believe that excluding the effect of restructuring and other income and charges from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period. This measure should not be considered as a substitute for net income (loss) or other measures of performance or liquidity reported in accordance with GAAP. The after-tax charges (gains) included in net income presented in the chart above can be found in the results of operations discussions below for 2007 compared to 2006 and for 2006 compared to 2005.

See “Segment Results” for a detailed discussion of events affecting our results for 2007, 2006 and 2005.

Results of Operations—2007 compared to 2006

In the following discussion, “year” refers to the year ended December 31, 2007 and “prior year” refers to the year ended December 31, 2006. Additionally, in the discussion below, please refer to our consolidated statements of income and our segment information from Note 19 included in Item 8 of this Form 10-K as well as the after-tax charges included in net income in the above table. All comparisons are between the periods unless otherwise noted.

Revenue for the year ended December 31, 2007 was $2,632.9 million, an increase of 12.2 percent compared to the $2,345.9 million recorded in the prior year period. This increase was driven by higher sales in all of our segments, which are discussed separately below.

In-Process Research and Development for the years ended December 31, 2007 and 2006 was $2.0 million ($1.2 million after tax) and $2.0 million ($1.2 million after tax), respectively. In the first quarter of 2007, our Agricultural Products segment acquired further rights for $1.0 million from a third-party company to develop a proprietary compound. In the third quarter of 2007, our Agricultural Products segment entered into a collaboration and license agreement with a third-party company for the purpose of obtaining certain technology and intellectual property rights. We paid an initial $1.0 million upon entering into this agreement.

For the year ended December 31, 2006, our Agricultural Products segment entered into development agreements with a third-party company whereby we were given the right to develop further one of such party’s products in certain geographic markets for $2.0 million.

Restructuring and other charges were $162.9 million ($102.5 million after-tax) in 2007 compared to $74.8 million ($57.9 million after-tax) in 2006. Charges in this category for the year ended December 31, 2007 primarily include the following:

• Charges totaling $104.9 million for our phase-out of the Agricultural Products chemical facility in Baltimore, Maryland in our Agricultural Products segment. These charges consisted of (i) plant and equipment impairment charges and accelerated depreciation on fixed assets to be abandoned of approximately $98.7 million and (ii) severance and employee benefits of $6.2 million. We also expect to incur restructuring and other charges related to this phase out of approximately $20 to $30 million over the next two quarters primarily representing additional charges associated with fixed assets to be abandoned.

• Solutia legal settlement of $22.5 million in our Industrial Chemicals segment. This settlement was approved by the U.S. Bankruptcy Court in the Southern District of New York (where Solutia had filed for Chapter 11 bankruptcy protection in 2003) on May 1, 2007 without any appeal having been taken.

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• Asset abandonment charges of $12.2 million at Foret which is part of our Industrial Chemicals business. These charges include an impairment charge of $8.2 million related to a co-generation facility at Foret. This facility produced electric power and thermal energy by co-generation for use at one of Foret’s production properties.

• We recorded $1.8 million of charges related to an agreement to settle state court cases alleging violations of antitrust law involving our microcrystalline cellulose product (“MCC) in our Specialty Chemicals segment.

• $6.8 million of severance costs, of which $5.6 million related to our Industrial Chemicals segment and $1.2 million related to our Agricultural Products segment.

• $1.1 million of asset abandonment charges in our Industrial Chemicals segment and $3.4 million of other charges primarily in our Industrial Chemicals and Specialty Chemicals segments.

• $10.2 million relating to continuing environmental sites as a Corporate charge.

The restructuring and other charges of $74.8 million that we recorded in 2006 were primarily a result of the following:

• We reached an agreement to settle a federal class action lawsuit, as well as other individual claims, alleging violations of antitrust laws involving our microcrystalline cellulose (“MCC”) product in our Specialty Chemicals business in the amount of $25.7 million.

• We committed to the abandonment of a plant building in our Agricultural Products segment and recorded a charge of $6.0 million.

• The European Commission imposed a fine on us regarding alleged violations of competition law in the hydrogen peroxide business in Europe during the period 1997-1999 which we have appealed. This fine is associated with our Industrial Chemicals segment. We have recorded a charge of €25 million ($30 million at then-prevailing exchange rates) charge for this fine. Since we are not required to make the payment during the appeal process, which may extend beyond one year, the liability has been classified as long-term in the consolidated balance sheets as of December 31, 2007 and 2006.

• We announced a plan to redeploy our discovery research and development resources within our Agricultural Products segment to shorten the innovation cycle and accelerate the delivery of new product and technologies. We incurred $3.4 million of severance charges as a result of this decision. These severance costs related to approximately 70 people who have separated from us. We also abandoned assets as a result of these decisions and recorded a charge of $1.9 million.

• Additional restructuring charges for 2006 totaled $7.8 million. These charges included $1.2 million of asset abandonment charges in our Industrial Chemicals segment and $1.3 million of severance costs were recorded in our Specialty Chemicals segment due to a workforce restructuring. We also recorded $5.4 million relating to continuing environmental sites. Offsetting these charges was a gain of $0.6 million in our Specialty Chemicals segment from the completion of the sale of our previously disclosed assets held for sale related to our Copenhagen, Denmark carrageenan plant which we closed in 2005. The gain represented the difference between the asset held for sale balance and the final proceeds. The final proceeds from the sale totaled $9.6 million. Additional restructuring and other charges were recorded in Industrial Chemicals for $0.5 million.

Equity in (earnings) loss of affiliates was $2.5 million of earnings in 2007 which was essentially level with $2.3 million of earnings recorded in the prior year.

Interest expense, net increased to $34.9 million compared to $32.9 million in 2006 primarily due to a reduction in interest income caused by lower cash balances.

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Loss on extinguishment of debt was $0.3 million ($0.2 million after-tax) for the year ended December 31, 2007 which represented losses related to the write off of certain deferred financing fees related to our previous credit agreement which was replaced in the third quarter of 2007 with our new Domestic Credit Agreement. We did not incur any comparable charge for the year ended December 31, 2006.

Provision for income taxes was $29.0 million in 2007 compared with $68.3 million in 2006 reflecting effective tax rates of 15.6% and 32.2%, respectively. The change in effective tax rates is the result of tax adjustments resulting in income in 2007 as opposed to tax adjustments resulting in expense in 2006. These tax adjustments are described below. The change in effective rates is also a result of the mix of domestic income compared to income earned outside the U.S. and the European Commission fine of €25 million ($30 million at then-prevailing exchange rates) incurred in 2006 that was nondeductible for tax purposes in 2006.

2007 tax adjustments were favorable in the amount of $15.4 million and primarily include tax benefits related to the reversal of certain tax valuation allowances. These valuation allowances are no longer necessary because of our expectation that the related deferred tax assets are now likely to be realized. Partially offsetting these valuation adjustments are charges associated with adjustments for prior year tax matters.

2006 tax adjustments were unfavorable in the amount of $12.5 million and primarily include charges associated with adjustments to deferred taxes.

Discontinued operations, net of income tax totaled a loss of $24.3 million in 2007 versus a loss of $12.8 million in 2006. The 2007 loss is primarily related to environmental charges associated with our Middleport, Front Royal and Modesto sites and charges for legal reserves and expenses related to discontinued operations. Discontinued environmental and legal charges include environmental remediation costs at sites of discontinued businesses for which we are responsible for environmental compliance.

The 2006 loss includes net charges of $27.3 million related to environmental issues and legal reserves and expenses related to previously discontinued operations. The charges in 2006 were primarily related to our Front Royal and Middleport sites as well as to increase reserves for operating and maintenance activities. Offsetting these charges was a gain of $14.0 million from the sale of 23 acres real estate property in San Jose, California related to our former Defense business. This completed the sale of land that was formerly used by FMC’s defense business, which was divested in 1997.

Net Income increased to $132.4 million in 2007 compared with $131.3 million in 2006 primarily attributable to changes in the after-tax items included in net income described above. Additionally, net income in 2007 was favorably impacted by higher earnings in our Agricultural Products and Specialty Chemicals segments.

Other Financial Data

Corporate Expenses were $52.3 million in 2007 compared to $46.2 million in 2006, due to higher incentive compensation expenses.

Other income (expense), net is comprised primarily of LIFO inventory adjustments and pension expense. Other expense increased to $12.0 million in the year ended December 31, 2007 compared to income of $3.0 million in the year ended December 31, 2006. During 2006 inventory balances were reduced in the U.S. due to liquidation of inventory quantities carried at lower costs as compared with the cost of 2006 purchases. This resulted in income recorded in 2006 related to a decrease in LIFO inventory reserves that did not repeat in 2007.

Segment Results 2007 compared to 2006

Information about how each of these items relates to our businesses at the segment level and results by segment are discussed below and in Note 19 to our consolidated financial statements included in this Form 10-K.

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Agricultural Products

	Year Ended December 31,				Increase/ (Decrease)
	2007		2006		$		%
	(in Millions)
Revenue	$	889.7	$	765.9	$	123.8	16	%
Operating Profit		207.0		149.9		57.1	38

Revenue in Agricultural Products was $889.7 million, an increase of 16 percent versus the prior year. Higher sales were realized in all geographic regions, but were particularly strong in Brazil due to increased planted acres in other key crops and higher commodity prices. Sales growth in Europe was driven by increased demand for biofuels crops, new product introductions and the benefits of the stronger Euro. In Asia, sales increased due to better growing conditions in several countries.

Segment operating profit was $207.0 million, an increase of 38 percent from the year earlier, as a result of the higher sales and continued global supply chain productivity improvements, which more than offset higher incremental selling and distribution costs due to the increased sales and higher energy and raw materials costs.

In 2008, full-year revenue growth is expected to be up 5-10 percent as a result of a healthy global agricultural economy, new product introductions and increased demand for biofuels. Full-year segment operating profit is expected to increase approximately 10-15 percent driven by the sales growth and further supply chain productivity improvements partially offset by higher raw material costs.

In our Agricultural Products segment, several products are undergoing re-registration in the U.S. and a comparable regulatory review by EU governmental authorities. In August 2006, the U.S. Environmental Protection Agency issued its “Interim Reregistration Eligibility Decision” (“IRED”) for our carbofuran insecticide. The IRED proposes cancellation of all carbofuran uses in the United States, subject to a phase out period for certain minor crop uses. FMC does not agree with the scientific analysis or conclusions in the IRED. In early February 2008, the EPA convened a Scientific Advisory Panel meeting to evaluate scientific issues relevant to a draft Notice of Intent to Cancel Carbofuran prepared by EPA. At this meeting, EPA and FMC presented their views on the relevant scientific assessments of carbofuran. We are vigorously defending the U.S. registration and have conducted new studies to address EPA’s stated concerns; we will undertake other appropriate actions to seek to maintain carbofuran as a registered product. If EPA chooses to issue a final Notice of Intent to Cancel carbofuran after the Scientific Advisory Panel reports its recommendations to EPA, FMC plans to challenge such decision by requesting review by an administrative law judge. The outcomes of the Scientific Advisory Panel meeting and any administrative hearing are uncertain. FMC can continue to sell carbofuran in the United States at this time and through 2008. Sales can continue through the duration of any administrative hearing—if a hearing takes place, it is not expected to conclude before December 31, 2008.

In November 2006, the EU Commission’s Standing Committee on Animal Health and Food Chain voted not to include our carbofuran, carbosulfan and cadusafos products on the official list of active ingredients approved for continued sale in the EU. We believe the Committee’s decision was based on a flawed underlying scientific review, and we have initiated litigation against the European Food Safety Authority. In June 2007, the European Commission published its decisions not to include carbofuran, carbosulfan and cadusafos on the official list of active ingredients approved for continued sale in the European Union. The published decisions required EU Member States to de-register the products within 6 months, and so, FMC ceased its sales of these products in December 2007. The Commission decision requires that channel sales generally cease within 12 months afterwards. We disagree with the Commission and have initiated litigation in the European Community courts, seeking annulment of the carbofuran and carbosulfan decisions. We have re-submitted cadusafos for approval on the official list and plan to re-submit carbofuran and carbosulfan in parallel with our litigation. The outcome of these cases and our regulatory resubmissions is uncertain. We currently anticipate that lost sales attributable to

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the cancellation of EU registrations for carbofuran, carbosulfan and cadusafos will have a modest negative impact in this region over the next few years, but we believe that growth in other products, new registrations and/or label expansions should offset such impact over time.

We intend to defend vigorously all our products in the U.S. and EU regulatory processes. Several of FMC’s pesticide products will be reviewed in the ordinary course of regulatory programs during 2008 as part of the ongoing cycle of re-registration in countries around the world; this will include EU review of two of our pyrethroid insecticide products.

Specialty Chemicals

	Year Ended December 31,				Increase/ (Decrease)
	2007		2006		$		%
	(in Millions)
Revenue	$	659.5	$	592.8	$	66.7	11	%
Operating Profit		142.7		118.8		23.9	20

Revenue in Specialty Chemicals was $659.5 million, an increase of 11 percent versus the prior year, driven by higher selling prices for primary lithium compounds and strong commercial performance in both pharmaceutical and food businesses in BioPolymer.

Segment operating profit of $142.7 million increased 20 percent versus the prior year due to higher sales, improved mix, and continued productivity improvements, which more than offset increased raw material costs.

In 2008, we expect full-year revenue growth in the mid-single digits due to higher volumes across the segment and higher selling prices in BioPolymer. Full-year segment operating profit growth in the low single digits is expected, as strong commercial performance in BioPolymer and the benefit of continued productivity improvements are expected to be mitigated by lower selling prices for primary lithium compounds and higher export taxes in Argentina.

Industrial Chemicals

	Year Ended December 31,				Increase/ (Decrease)
	2007		2006		$			%
	(in Millions)
Revenue	$	1,087.1	$	990.9	$	96.2		10	%
Operating Profit		92.5		96.7		(4.2	)	(4	)

Revenue in Industrial Chemicals was $1,087.1 million, an increase of 10 percent versus the prior year as a result of higher selling prices for soda ash and volume growth across the segment.

Segment operating profit of $92.5 million decreased 4 percent versus the prior year, due to higher energy and raw material costs across the segment and lower electricity selling prices in Spain in the first three quarters of the year, where Foret operates electricity cogeneration facilities and excess electricity is sold into the Spanish electrical grid. These higher costs more than offset the positive impact of higher sales.

For 2008, we expect full-year revenue growth of 5-10 percent as a result of higher volumes and selling prices across all businesses, particularly in soda ash. Full-year segment operating profit is expected to be up 55-60 percent as aggregate price and volume benefits and improved power market conditions in Spain more than offset higher raw material costs.

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A major factor affecting phosphorus products in Foret in 2008 will be raw material costs, particularly for phosphate rock, where prices have increased dramatically versus 2007. We purchase phosphate rock in Foret from Morocco. The escalation in phosphate rock prices has been driven by tight supply conditions. We intend to recover these raw material cost increases in Foret in the form of higher pricing.

Results of Operations—2006 compared to 2005

In the following discussion, “year” refers to the year ended December 31, 2006 and “prior year” refers to the year ended December 31, 2005. Additionally, in the discussion below, please refer to our consolidated statements of income and our segment information from Note 19 included in Item 8 of this Form 10-K as well as the after-tax charges included in net income in the above table. All comparisons are between the periods unless otherwise noted.

Revenue for the year ended December 31, 2006 was $2,345.9 million, an increase of 9 percent compared to the $2,146.0 million recorded in the prior year period. This increase was driven by higher sales in all of our segments, which are discussed separately below.

In-Process Research and Development for the year ended December 31, 2006 was $2.0 million ($1.2 million after tax). See previous discussion under “Results of Operations – 2007 compared to 2006” which describes “In-Process Research and Development” charges. We did not incur any comparable charge for the year ended December 31, 2005.

Restructuring and other charges were $74.8 million ($57.9 million after-tax) in 2006 compared to $40.4 million ($26.1 million after-tax) in 2005. Charges in this category for the year ended December 31, 2006 are primarily related to the €25 million fine ($30 million at then-prevailing exchange rates) in our Industrial Chemicals Segment, the MCC Legal Settlements of $25.7 million in our Specialty Chemicals segment, a $6.0 million charge for the abandonment of a building in our Agricultural Products segment and severance and asset abandonment charges of $5.2 million related to research and development redeployment in our Agricultural Products segment. We also incurred $5.4 million of charges related to continuing environmental sites as a Corporate charge.

The charges of $40.4 million we recorded for the year ended December 31, 2005 primarily related to the $17.0 million for the closing of our carrageenan plant in Copenhagen, Denmark in our Specialty Chemicals segment, $5.4 million for the abandonment of certain assets in our Agricultural Products segment and $7.5 million for impairment and shutdown charges at our Spring Hill, West Virginia facility in our Industrial Chemicals segment. We also incurred charges of $6.1 million at our Pocatello site to increase reserves for demolition and other shutdown costs.

Equity in (earnings) loss of affiliates was $2.3 million of earnings in 2006 versus $70.6 million of earnings in the prior year. The significant decrease was primarily the result of our sale of Astaris and substantially all of its assets in the fourth quarter of 2005. We recorded a gain from this sale of $57.7 million ($21.7 million after-tax). The decrease is also the result of income at Astaris up to the date of the asset sale in 2005.

Investment gains for the year ended December 31, 2005 were due to the sale of our 50% equity method investment in Sibelco. We recorded a gain of $9.3 million ($2.4 million after-tax) in conjunction with this sale in our consolidated statement of income. There were no gains from the sale of investments for the year ended December 31, 2006.

Interest expense, net decreased to $32.9 million compared to $58.1 million in 2005. The decrease primarily reflected lower interest costs and debt levels in the year ended December 31, 2006 compared to the prior year. The decreases were due to our debt refinancing in June 2005 and the redemption of the 10.25 percent Senior Notes in July 2005.

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Loss on extinguishment of debt was $60.5 million ($37.4 million after-tax) in 2005. In 2005, in connection with our Industrial Revenue Bond refinancing, we incurred an approximately $2.1 million loss and in connection with entering into the 2005 Credit Agreement, we wrote off approximately $1.2 million of deferred financing fees associated with the previous agreement and $0.6 million of fees associated with the new agreement. Additionally, in 2005, we incurred a loss of $56.6 million associated with the redemption of the 10.25 percent Senior Notes.

Provision for income taxes was $68.3 million in 2006 compared with $80.7 million in 2005 reflecting effective tax rates of 32.2% and 42.7%, respectively. The change was primarily due to higher tax adjustments in 2005 which include income taxes associated with the repatriations under the American Jobs Creation Act (AJCA). Tax adjustments are described separately below. Offsetting this decrease was the effect on the tax provision in 2006 from having the $30 million European Commission fine that is non-deductible for tax purposes. Excluding the effect of these tax adjustments and the non-deductibility of the European Commission fine, the change from 2005 to 2006 is primarily a result of the mix of domestic income compared to income earned outside of the U.S., dividends received from foreign operations and valuation allowance adjustments.

2006 tax adjustments of $12.5 million primarily include charges associated with adjustments to deferred taxes.

2005 tax adjustments of $21.7 million primarily include charges of $31.9 million associated with repatriations, net tax benefits of $19.2 million primarily related to agreement on certain prior year tax matters previously reserved and charges of $9.5 million associated with adjustments to deferred tax liabilities.

Cumulative effect of change in accounting principle, net of income tax. On December 31, 2005, we adopted FASB Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations”. The cumulative effect of adoption was a charge of $0.5 million in 2005.

Discontinued operations, net of income tax totaled a loss of $12.8 million in 2006 versus a gain of $6.1 million in 2005. The 2006 loss includes net charges of $27.3 million related to environmental issues and legal expenses related to previously discontinued operations. Discontinued environmental and legal charges include environmental remediation costs at sites of discontinued businesses for which we are responsible for environmental compliance. The charges in 2006 were primarily related to our Front Royal and Middleport sites as well as to increase reserves for operating and maintenance activities. Offsetting these charges was a gain of $14.0 million from the sale of 23 acres real estate property in San Jose, California related to our former Defense business. This completed the sale of land that was formerly used by FMC’s defense business, which was divested in 1997.

The 2005 net gain included income of $29.2 million related to a sale to the city of San Jose, California of approximately 52 acres of land used by our former Defense Systems operations. Primarily offsetting this income in 2005 was net environmental and legal charges of $23.4 million. The charges in 2005 were primarily related to our Front Royal and Middleport sites and in recognition of our share of liabilities related to a consent order between the EPA and the primary responsible parties at the Anniston site.

Net Income increased to $131.3 million in 2006 compared with $114.0 million in 2005 primarily as a result of changes in the after-tax items included in net income described above. The change in these items was the primary driver behind the increase in net income from 2005 to 2006 which was also due to higher earnings from our Agricultural Products, Specialty Chemicals and Industrial Chemicals segments and a decrease in interest expense.

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Other Financial Data

Corporate Expenses were $46.2 million in 2006 compared to $45.1 million in 2005, essentially level from the prior year.

Other income and expense, net decreased to $3.0 million from $13.9 million in the prior year due to a gain related to the settlement of certain energy contracts in 2005 which was not repeated in 2006 as well as higher pension expense and the recognition of stock option expense in 2006. Offsetting these decreases was a gain recorded in 2006 related to a refund of previously submitted payroll taxes.

Segment Results 2006 compared to 2005

Information about how each of these items relates to our businesses at the segment level and results by segment are discussed below and in Note 19 to our consolidated financial statements included in this Form 10-K.

Agricultural Products

	Year Ended December 31,				Increase/ (Decrease)
	2006		2005		$		%
	(in Millions)
Revenue	$	765.9	$	720.3	$	45.6	6	%
Operating Profit		149.9		120.6		29.3	24

Revenue in Agricultural Products was $765.9 million in 2006, an increase of 6 percent versus 2005, driven primarily by strong sales growth in Latin America, particularly in Brazil, as well as by higher sales in North America and in Asia.

Segment operating profit was $149.9 million in 2006, an increase of 24 percent from the year earlier, as a result of the higher sales and the favorable impact of supply chain productivity initiatives, which more than offset the impact of generic bifenthrin competition, higher raw material costs and increased spending associated with growth initiatives.

Specialty Chemicals

	Year Ended December 31,				Increase/ (Decrease)
	2006		2005		$		%
	(in Millions)
Revenue	$	592.8	$	558.5	$	34.3	6	%
Operating Profit		118.8		108.1		10.7	10

Revenue in Specialty Chemicals was $592.8 million in 2006, an increase of 6 percent versus 2005, driven by higher sales of primary lithium compounds and continued strength in BioPolymer’s pharmaceutical business.

Segment operating profit of $118.8 million in 2006 increased 10 percent versus 2005. The sales gains, improved results in BioPolymer’s food ingredients business and the benefit of restructuring initiatives were partially offset by higher raw material costs and increased spending for growth initiatives.

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Industrial Chemicals

	Year Ended December 31,				Increase/ (Decrease)
	2006		2005		$		%
	(in Millions)
Revenue	$	990.9	$	870.4	$	120.5	14	%
Operating Profit		96.7		83.9		12.8	15

Revenue in Industrial Chemicals was $990.9 million in 2006, an increase of 14 percent versus 2005. The soda ash business accounted for the majority of the increase due to significant improvements in both domestic and export soda ash selling prices and higher volumes. North American hydrogen peroxide also benefited from higher selling prices and energy surcharges.

Segment operating profit of $96.7 million increased 15 percent in 2006 versus 2005, driven by the sales gains, offset in part by higher energy costs, particularly for natural gas in Spain, higher raw material costs and the absence of earnings from Astaris, which was divested in November 2005. Prior to its divestiture, Astaris contributed approximately $11 million of income in 2005.

Recently Adopted and Issued Accounting Pronouncements and Regulatory Items

See Note 3 to our consolidated financial statements included in this Form 10-K.

Liquidity and Capital Resources

Domestic Credit Agreement Refinancing

On August 28, 2007, we executed a new credit agreement (the “Domestic Credit Agreement”) which provided for a five-year, $600 million revolving credit facility. The proceeds from this facility are available for general corporate purposes, including issuing letters of credit up to a $300 million sub-limit. The Domestic Credit Agreement also contains an option under which, subject to certain conditions, we may request an increase in the facility to $1 billion.

There were no borrowings under the new facility at inception, and our prior credit agreement dated as of June 21, 2005 was terminated at that time. Obligations under the prior credit agreement and related transaction costs, fees, and expenses for the new Agreement were paid with available cash.

Loans under the new facility bear interest at a floating rate, either a base rate as defined, or the applicable eurocurrency rate for the relevant term plus an applicable margin. The initial margin is 0.35 percent per year, subject to adjustment based on the credit rating assigned to our senior unsecured debt. At December 31, 2007, if we had borrowings under our Domestic Credit Agreement, then the applicable rate would have been 4.95 percent per annum.

In connection with entering into the Domestic Credit Agreement, we wrote off $0.3 million of deferred financing fees associated with our previous credit agreement. These fees were previously a component of “Other assets” in our consolidated balance sheet and were recorded as “Loss on extinguishment of debt” in the consolidated statement of income for the year ended December 31, 2007.

On February 21, 2008, we entered into Amendment No. 1 to the Domestic Credit Agreement (the “Amendment”) among us, certain of our subsidiaries, each lender and issuing bank party thereto from time to time and Citibank, N.A. as administrative agent for the lenders thereunder. The Amendment amends the Domestic Credit Agreement by correcting minor technical flaws and conforming certain definitions to the European Credit Agreement described below.

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European Credit Agreement

On December 16, 2005, our Dutch finance subsidiary executed a credit agreement (the “European Credit Agreement”) which provides for an unsecured revolving credit facility in the amount of €220 million. Borrowings may be denominated in euros or U.S. dollars. FMC and our Dutch finance subsidiary’s direct parent provide guarantees of amounts due under the European Credit Agreement.

Loans under the European Credit Agreement bear interest at a eurocurrency base rate, which for loans denominated in euros is the Euro InterBank Offered Rate, and for loans denominated in dollars is London Interbank Offered Rate (“LIBOR”) in each case plus a margin. The applicable margin under our European Credit Agreement is subject to adjustment based on the rating assigned, to FMC by each of Moody’s and S&P. At December 31, 2007 the applicable margin was 0.35 percent and the applicable borrowing rate under the European Credit Agreement was 5.12 percent per annum.

On February 21, 2008, our Dutch finance subsidiary agreed upon an amendment and restatement of its European Credit Agreement with the bank lenders party thereto and Citibank International PLC, as agent for the lenders, to conform the representations, warranties and covenants in the European Credit Agreement to those contained in the Domestic Credit Agreement.

Among other restrictions, the Domestic Credit Agreement and the European Credit Agreement contain financial covenants applicable to FMC and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). We were in compliance with all covenants at December 31, 2007.

At December 31, 2007 and 2006, we had $171.7 and $196.4 million in U.S. dollar equivalent revolving credit facility borrowings under the European Credit Agreement, resulting in available funds of $147.1 million and $91.7 million, respectively.

We had no borrowings under our Domestic Credit Agreement at December 31, 2007 and 2006. Letters of credit outstanding under the Domestic Credit Agreement totaled $146.9 million and $144.5 million at December 31, 2007 and 2006, respectively. Available funds under the Domestic Credit Agreement were $453.1 million at December 31, 2007 and $455.5 million at December 31, 2006.

Cash and cash equivalents at December 31, 2007 and 2006 were $75.5 million and $165.5 million, respectively. We had total debt of $545.2 million and $629.7 million at December 31, 2007 and 2006, respectively. This included $419.6 million and $523.5 million of long-term debt (excluding current portions of $77.7 million and $52.5 million) at December 31, 2007 and 2006, respectively. Short-term debt, which consists of foreign borrowings, decreased to $47.9 million at December 31, 2007 compared to $53.7 million at December 31, 2006. The $78.7 million decrease in total long-term debt at December 31, 2007 from December 31, 2006 was primarily due to the scheduled repayment of a maturing medium-term note and partial repayment of our European Credit Agreement offset by higher exchange rates for the euro against the U.S. dollar.

Statement of Cash Flows

Cash provided by operating activities was $314.7 million for 2007 compared to $307.2 million for 2006 and $199.6 million for 2005. The increase in cash provided by operating activities in 2007 compared to 2006 reflected higher earnings from continuing operations offset by an increase in inventories and accounts receivable balances. The increase in cash provided by operating activities in 2006 compared to 2005 reflected higher earnings from continuing operations and improved working capital management in inventories and accounts payable. These were partially offset by an increase in accounts receivable balances.

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Cash required by operating activities of discontinued operations was $45.1 million for 2007 compared to cash required of $43.2 million and cash provided of $17.4 million in 2006 and 2005, respectively. The change in 2007 compared to 2006 was due to the absence of proceeds from the sale of land in San Jose, California partially offset by lower discontinued operations environmental spending. The change in 2006 compared to 2005 was due to higher environmental spending in 2006 and lower cash proceeds of $25.3 million from the sale of a portion of our San Jose property in 2006 as compared to similar proceeds of $56.1 million in 2005. The majority of the spending for our discontinued operations is for environmental remediation on discontinued sites. Discontinued environmental spending was $22.4 million in 2007 compared to $44.1 million in 2006 and $24.4 million in 2005.

Cash required by investing activities was $120.6 million, $109.8 million and $6.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. The increase in cash required in 2007 was a result of lower proceeds from the sales and returns of investments and assets held for sale and an increase in other investing activities which represents increases to long-term deferred costs. The increase in cash required in 2006 was a result of lower asset sale proceeds, primarily attributable to the asset sale of our former phosphorus joint venture, Astaris, which took place in 2005.

Cash required by financing activities for 2007 was $243.4 million compared to cash required of $198.5 million in 2006 and cash required by financing activities of $215.3 million in 2005. The increase in 2007 compared to 2006 was primarily due to higher repurchases of common stock and lower proceeds from the issuances of common stock which primarily represent cash received from the exercise of stock options. The decrease in 2006 compared to 2005 was primarily due to the higher redemption of long-term debt in 2005. Partially offsetting this change was the repurchase of $92.2 million of common stock and the payment of $21.0 million in dividends in 2006. We did not repurchase any common stock or pay any dividends in 2005.

For the years ended December 31, 2007, 2006 and 2005, we contributed approximately 2,000, 470,000 and 528,000 shares of treasury stock to our employee benefit plans having a cost of $0.1 million, $17.3 million and $14.9 million, respectively, which is considered a non-cash activity.

Commitments and other potential liquidity needs

Our cash needs for 2008 include operating cash requirements, capital expenditures, scheduled mandatory payments of long-term debt, dividend payments, environmental spending and restructuring. We plan to meet our liquidity needs through available cash, cash generated from operations and borrowings under our $600 million committed revolving credit facility.

We continually evaluate our options for divesting real estate holdings and property, plant and equipment that are no longer integral to any of our core operating businesses.

Projected 2008 spending includes approximately $34 million of environmental remediation spending. This spending does not include expected spending of approximately $20 million in 2008 on capital projects relating to environmental control facilities. Also, we expect to spend in the range of approximately $26 million to $27 million in 2008 for environmental compliance costs, which we will include as a component of cost of sales in our consolidated statements of income since these amounts are not covered by established reserves. Capital spending to expand, maintain or replace equipment at our production facilities may trigger requirements for upgrading our environmental controls, which may increase our spending for environmental controls above the foregoing projections.

We have historically made voluntary pension payments and plan to make such payments totaling approximately $30 million in 2008.

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In 2006, the Board of Directors approved the initiation of a quarterly cash dividend of $0.09 per share which was paid in April, July, and October of 2006, and January of 2007. In April 2007, the Board announced its plan to increase the quarterly dividend by 17 percent from $0.09 to $0.105 per share. We declared dividends aggregating $30.9 million to our shareholders of record during the year 2007, and $7.9 million of this amount is included in “Accrued and other liabilities” on the consolidated balance sheet as of December 31, 2007.

In 2006, the Board of Directors also authorized the repurchase of up to $150 million of our common stock. In April 2007, a new $250 million authorization was announced, replacing the original $150 million program. Although the new repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time, we expect the program will be accomplished over the next two years. During the year ended December 31, 2007, we repurchased 2,474,839 of our shares at an aggregate cost of approximately $110 million, including 536,422 shares for approximately $20 million under the old program and 1,938,417 shares for approximately $90 million under the new program. We also reacquire shares from time to time in connection with the vesting and exercise of awards under our equity compensation plans. See Note 1 to the consolidated financial statements in this Form 10-K for information regarding the stock split.

In 2001, we split FMC into separate chemical and machinery companies and we refer to the spun-off company, FMC Technologies, Inc. as “Technologies” throughout this Annual Report. We agreed to guarantee the performance by Technologies of a debt instrument (see Note 18 to the consolidated financial statements in this Form 10-K). As of December 31, 2007, these guaranteed obligations totaled $1.6 million compared to $2.4 million at December 31, 2006.

We guarantee repayment of some of the borrowings of certain foreign subsidiaries accounted for using the equity method. The other equity owners provide parallel agreements. We also guarantee the repayment of a borrowing of a minority equity holder in a foreign subsidiary that we consolidate in our financial statements. As of December 31, 2007 and 2006, these guarantees had maximum potential payments of $6.9 million and $8.2 million, respectively.

We also provide guarantees to financial institutions on behalf of certain Agricultural Product customers, principally in Brazil, for their seasonal borrowing. The total of these guarantees was $29.7 million and $25.6 million at December 31, 2007 and 2006, respectively and are recorded on the consolidated balance sheets for each date as “Guarantees of vendor financing”.

Short-term debt consisted of foreign credit lines at December 31, 2007 and December 31, 2006. We provide parent-company guarantees to lending institutions providing credit to our foreign subsidiaries.

Our total significant committed contracts that we believe will affect cash over the next four years and beyond are as follows:

Contractual Commitments	Expected Cash Payments by Year
	2008		2009			2010		2011		2012 & beyond		Total
	(in Millions)
Debt maturities (1)	$	125.6	$	2.1		$	184.2	$	50.8	$	183.0	$	545.7
Contractual interest (2)		25.5		23.4			22.9		12.1		206.0		289.9
Lease obligations (3)		28.8		27.6			25.7		22.3		108.9		213.3
Forward energy and foreign exchange contracts		3.4		(0.2	)		—		—		—		3.2
Purchase obligations (4)		25.9		8.0			4.1		4.2		7.4		49.6
Total (5)	$	209.2	$	60.9		$	236.9	$	89.4	$	505.3	$	1,101.7

(1) Excluding discounts.

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(2) Contractual interest is the interest we are contracted to pay on our long-term debt obligations. We had $213.2 million of long-term debt subject to variable interest rates at December 31, 2007. The rate assumed for the variable interest component of the contractual interest obligation was the rate in effect at December 31, 2007. Variable rates are market determined and will fluctuate over time.

(3) Before recoveries.

(4) Purchase obligations consist of agreements to purchase goods and services that are enforceable and legally binding on us and specify all significant terms, including fixed or minimum quantities to be purchased, price provisions and timing of the transaction. We have entered into a number of purchase obligations for the sourcing of materials and energy where take-or-pay arrangements apply. Since the majority of the minimum obligations under these contracts are take-or pay commitments over the life of the contract as opposed to a year by year take-or-pay, the obligations in the table related to these types of contacts are presented in the earliest period in which the minimum obligation could be payable under these types of contracts.

(5) As of December 31, 2007, the liability for uncertain tax positions was $49.4 million and this liability is excluded from the table above. Due to the high degree of uncertainty regarding the timing of potential future cash flows associated with these liabilities, we are unable to make a reasonable reliable estimate of the amount and period in which these liabilities might be paid.

Contingencies

When FMC Technologies, Inc. was spun off from us in 2001, we entered into a tax sharing agreement wherein each company is obligated for those taxes associated with its respective business, generally determined as if each company filed its own consolidated, combined or unitary tax returns for any period where Technologies is included in the consolidated, combined or unitary tax return of us or our subsidiaries. The statute of limitations for the 2001 U.S. federal income tax year has now closed and no questions regarding the spin-off were raised during the IRS audit for 2000-2001, therefore any liability for taxes if the spin-off of Technologies were not tax free due to an action taken by Technologies has been favorably concluded. The tax sharing agreement continues to be in force with respect to certain items, which we do not believe would have a material effect on our financial condition or results of operations.

On January 28, 2005 we and our wholly owned subsidiary Foret received a Statement of Objections from the European Commission concerning alleged violations of competition law in the hydrogen peroxide business in Europe during the period 1994 to 2001. All of the significant European hydrogen peroxide producers also received the Statement of Objections. We and Foret responded to the Statement of Objections in April 2005 and a hearing on the matter was held at the end of June 2005. On May 3, 2006, we received a notice from the European Commission indicating that the Commission has imposed a fine on us in the amount of €25.0 million as a result of alleged violations during the period 1997-1999. In connection with this fine, we recorded an expense of $30.0 million in our consolidated statements of income, reflecting then-prevailing exchange rates. This expense is included as a component of restructuring and other charges for 2006. Both we and Foret have appealed the decision of the Commission. During the appeal process, interest accrues on the fine at a rate of 4.1 percent per annum. We have provided a bank letter of credit in favor of the European Commission to guarantee our payment of the fine and accrued interest. At December 31, 2007, the amount of the letter of credit was €27.1 million ($39.3 million).

We also received a subpoena in 2004 for documents from a grand jury sitting in the Northern District of California, which is investigating anticompetitive conduct in the hydrogen peroxide business in the United States during the period 1994 through 2003. In connection with these two matters, in February 2005 putative class action complaints were filed against all of the U.S. hydrogen peroxide producers in various federal courts alleging violations of antitrust laws. Federal law provides that persons who have been injured by violations of federal antitrust law may recover three times their actual damage plus attorney fees. Related cases were also filed in various state courts. All of the federal court cases were consolidated in the United States District Court for the Eastern District of Pennsylvania (Philadelphia). The District Court certified the class in January 2007, which the defendants have appealed. In early summer 2007, co-defendant Degussa agreed to a settlement in the federal

45

cases in the amount of $21 million which has received final Court approval. Two other co-defendants, Akzo Nobel and Kemira, have reached settlements in the amount of $23.4 million and $5.0 million respectively. Both settlements have received preliminary approval from the Court. The Akzo Nobel settlement has been approved by the Court, but the Kemira settlement remains subject to Court approval. Most of the state court cases have been dismissed, although some remain in California. In addition, putative class actions have been filed in provincial courts in Ontario, Quebec and British Columbia under the laws of Canada.

Another antitrust class action previously brought in Federal Court in the Eastern District of Pennsylvania alleging violations of antitrust laws involving our microcrystalline cellulose product was settled for $25.0 million, the same amount paid by our co-defendant Asahi Kasei Corporation. The Court approved this settlement in November 2006. The claims of plaintiffs who opted out of the class settlement were also settled late in 2006 for $0.7 million. The above amounts for 2006 have been reflected in “Restructuring and other charges” in our consolidated statement of income for the year ended December 31, 2006. The parties have also reached an agreement to settle a related state court case pending in California, for a total of $2.5 million, with the Company and Asahi Kasei each contributing $1.25 million. This settlement was approved by the California state court in November 2007. A third related state court case remains pending against FMC in Tennessee, although the parties have reached a tentative agreement to settle the case for $0.5 million, which will be subject to Tennessee state court approval. The above amounts for 2007 have been reflected in “Restructuring and other charges” in our consolidated statement of income for the year ended December 31, 2007.

We have certain other contingent liabilities arising from litigation, claims, performance guarantees and other commitments incident to the ordinary course of business. Based on information currently available and established reserves the ultimate resolution of our known contingencies, including the matters described in Note 18 to the consolidated financial statements, is not expected to have a material adverse effect on our consolidated financial position or liquidity. However, there can be no assurance that the outcome of these contingencies will be favorable, and adverse results in certain of these contingencies could have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Dividends

In 2006, the Board of Directors approved the initiation of a quarterly cash dividend of $0.09 per share which was paid in April, July, and October of 2006, and January and April of 2007. In April 2007, the Board announced its plan to increase the quarterly dividend by 17 percent from $0.09 to $0.105 per share. We declared dividends aggregating $30.9 million to our shareholders of record during the year 2007, and $7.9 million of this amount is included in “Accrued and other liabilities” on the consolidated balance sheet as of December 31, 2007. Total cash dividends of $29.7 million and $21.0 million were paid in 2007 and 2006, respectively, and no cash dividends were paid in 2005.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our earnings, cash flows, and financial position are exposed to market risks relating to fluctuations in commodity prices, interest rates and foreign currency exchange rates. Our policy is to minimize exposure to our cash flow over time caused by changes in commodity, interest and currency exchange rates. To accomplish this we have implemented a controlled program of risk management consisting of appropriate derivative contracts entered into with major financial institutions.

46

The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market rates and prices. The range of changes chosen reflects our view of changes that are reasonably possible over a one-year period. Market-value estimates are based on the present value of projected future cash flows considering the market rates and prices chosen. We calculate the market value foreign currency risk using third-party software incorporating standard pricing models to determine the present value of the instruments based on market conditions (spot and forward foreign exchange rates) as of the valuation date. We obtain estimates of the market value energy price risk from calculations performed internally and by a third party.

At December 31, 2007, our net financial instrument position was a net liability of $3.2 million compared to a net liability of $24.8 million at December 31, 2006. The change in the net financial instrument position was primarily due to lower unrealized losses in our commodity portfolio partially offset by higher unrealized losses on our foreign exchange portfolio.

Commodity Price Risk

Energy costs are approximately 13 percent of our cost of sales and services and are well balanced among coal, electricity and natural gas. We attempt to mitigate our exposure to increasing energy costs by hedging the cost of future deliveries of natural gas and by entering into fixed-price contracts for the purchase of coal and fuel oil. To analyze the effect of changing energy prices, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in energy market prices from their levels at December 31, 2007 and December 31, 2006 with all other variables (including interest rates) held constant. A 10 percent increase in energy market prices would result in a decrease of the net liability position of $9.7 million at December 31, 2007 compared to a $13.6 million decrease in the net liability position at December 31, 2006. As a result, at December 31, 2007, the net liability position would become a net asset position. A 10 percent decrease in energy market prices would result in an increase of $9.7 million in the net liability position at December 31, 2007 compared to an increase of $13.6 million in the net liability position at December 31, 2006.

Foreign Currency Exchange Rate Risk

The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the euro, the euro versus the Norwegian krone, the U.S. dollar versus the Japanese yen, the U.S. dollar versus the Chinese yuan and the U.S. dollar versus the Brazilian real. Foreign currency debt and foreign exchange forward contracts are used in countries where we do business, thereby reducing our net asset exposure. Foreign exchange forward contracts are also used to hedge firm and highly anticipated foreign currency cash flows.

To analyze the effects of changing foreign currency rates, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in the foreign currency exchange rates from their levels at December 31, 2007 and December 31, 2006, with all other variables (including interest rates) held constant. A 10 percent strengthening of hedged currencies versus our functional currencies would have resulted in an increase of $17.6 million in the net liability position at December 31, 2007. A 10 percent strengthening of hedged currencies versus our functional currencies would have resulted in a decrease of $19.4 million in the net asset position, and as a result, would have changed the net asset position into a net liability position at December 31, 2006. A 10 percent weakening of hedged currencies versus our functional currencies would have resulted in a decrease of $17.6 million in the net liability position at December 31, 2007, compared to an increase of $17.9 million in the net asset position at December 31, 2006. As a result, at December 31, 2007, the net liability position would become a net asset position.

47

Interest Rate Risk

One of the strategies that we use to manage interest rate exposure is to enter into interest rate swap agreements. In these agreements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated on an agreed-upon notional principal amount. In 2003, we entered into swaps with an aggregate notional value of $100.0 million. In 2005, we terminated these swaps at a net cost of $2.7 million and redeemed the underlying debt. As of December 31, 2007 and 2006, we had no interest rate swap agreements.

Our debt portfolio, at December 31, 2007, is composed of 52 percent fixed-rate debt and 48 percent variable-rate debt. The variable-rate component of our debt portfolio principally consists of foreign bank borrowings including borrowings under our European Credit Agreement and, variable-rate industrial and pollution control revenue bonds. Changes in interest rates affect different portions of our variable-rate debt portfolio in different ways.

Based on the variable-rate debt in our debt portfolio at December 31, 2007, a one percentage point increase or decrease in interest rates then in effect would have increased or decreased gross interest expense for 2007 by $2.6 million.

48

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following are included herein:

(1)	Consolidated Statements of Income for the years ended December 31, 2007, 2006 and 2005
(2)	Consolidated Balance Sheets as of December 31, 2007 and 2006
(3)	Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
(4)	Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2007, 2006 and 2005
(5)	Notes to Consolidated Financial Statements
(6)	Report of Independent Registered Public Accounting Firm
(7)	Management’s Report on Internal Control over Financial Reporting
(8)	Report of Independent Registered Public Accounting Firm

49

FMC CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
	2007			2006			2005
	(in Millions, Except Per Share Data)
Revenue	$	2,632.9		$	2,345.9		$	2,146.0
Costs and expenses
Costs of sales and services		1,830.1			1,636.5			1,505.5
Selling, general and administrative expenses		315.3			284.9			270.4
Research and development expenses		94.6			96.9			94.4
In-process research and development		2.0			2.0			—
Restructuring and other charges		162.9			74.8			40.4
Total costs and expenses		2,404.9			2,095.1			1,910.7
Income from continuing operations before equity in (earnings) loss of affiliates, investment gains, minority interests, interest income and expense, loss on extinguishment of debt, income taxes, and cumulative effect of change in accounting principle		228.0			250.8			235.3
Equity in (earnings) loss of affiliates		(2.5	)		(2.3	)		(70.6	)
Investment gains		—			—			(9.3	)
Minority interests		9.6			7.8			7.5
Interest income		(2.3	)		(9.1	)		(4.2	)
Interest expense		37.2			42.0			62.3
Loss on extinguishment of debt		0.3			—			60.5
Income from continuing operations before income taxes and cumulative effect of change in accounting principle		185.7			212.4			189.1
Provision for income taxes		29.0			68.3			80.7
Income from continuing operations before cumulative effect of change in accounting principle		156.7			144.1			108.4
Discontinued operations, net of income taxes		(24.3	)		(12.8	)		6.1
Cumulative effect of change in accounting principle, net of income taxes		—			—			(0.5	)
Net income	$	132.4		$	131.3		$	114.0
Basic earnings (loss) per common share
Continuing operations	$	2.08		$	1.88		$	1.44
Discontinued operations		(0.32	)		(0.17	)		0.08
Cumulative effect of change in accounting principle		—			—			(0.01	)
Net income	$	1.76		$	1.71		$	1.51
Diluted earnings (loss) per common share
Continuing operations	$	2.02		$	1.82		$	1.38
Discontinued operations		(0.31	)		(0.16	)		0.08
Cumulative effect of change in accounting principle		—			—			(0.01	)
Net income	$	1.71		$	1.66		$	1.45

The accompanying notes are an integral part of these consolidated financial statements.

50

FMC CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,
	2007			2006
	(in Millions, Except Share and Par Value Data)
ASSETS
Current assets
Cash and cash equivalents	$	75.5		$	165.5
Trade receivables, net of allowance of $18.0 in 2007 and $13.5 in 2006		599.7			537.9
Inventories		275.0			219.4
Prepaid and other current assets		126.9			91.3
Deferred income taxes		117.0			53.7
Total current assets		1,194.1			1,067.8
Investments		20.6			22.1
Property, plant and equipment, net		934.7			1,025.1
Goodwill		180.2			163.6
Other assets		144.8			125.6
Deferred income taxes		259.0			336.5
Total assets	$	2,733.4		$	2,740.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term debt	$	47.9		$	53.7
Current portion of long-term debt		77.7			52.5
Accounts payable, trade and other		327.4			301.4
Accrued and other liabilities		192.1			193.1
Accrued payroll		57.9			50.4
Guarantees of vendor financing		29.7			25.6
Accrued pensions and other postretirement benefits, current		10.6			7.5
Income taxes		8.1			33.3
Total current liabilities		751.4			717.5
Long-term debt, less current portion		419.6			523.5
Accrued pensions and other postretirement benefits, long-term		100.2			132.9
Environmental liabilities, continuing and discontinued		160.1			157.8
Reserve for discontinued operations		33.5			36.3
Other long-term liabilities		145.9			103.5
Minority interests in consolidated companies		58.4			59.0
Commitments and contingent liabilities (Note 18)
Stockholders’ equity
Preferred stock, no par value, authorized 5,000,000 shares; no shares issued or outstanding in 2007 or 2006		—			—
Common stock, $0.10 par value, authorized 130,000,000 shares in 2007 and 2006 92,991,896 issued in 2007 and 2006		9.3			9.3
Capital in excess of par value of common stock		407.5			426.3
Retained earnings		1,255.8			1,157.1
Accumulated other comprehensive income (loss)		(9.9	)		(57.1	)
Treasury stock, common, at cost; 17,862,495 shares in 2007 and 16,356,838 shares in 2006		(598.4	)		(525.4	)
Total stockholders’ equity		1,064.3			1,010.2
Total liabilities and stockholders’ equity	$	2,733.4		$	2,740.7

The accompanying notes are an integral part of these consolidated financial statements.

51

FMC CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2007			2006			2005
	(in Millions)
Cash provided by operating activities of continuing operations:
Net Income	$	132.4		$	131.3		$	114.0
Cumulative effect of change in accounting principle		—			—			0.5
Discontinued operations		24.3			12.8			(6.1	)
Income from continuing operations	$	156.7		$	144.1		$	108.4
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation and amortization		133.7			131.8			136.3
Restructuring and other charges		162.9			74.8			40.4
Investment gains		—			—			(9.3	)
Equity in (earnings) loss of affiliates		(2.5	)		(2.3	)		(70.6	)
Deferred income taxes		6.5			56.8			54.8
Minority interests		9.6			7.8			7.5
In-process research and development		2.0			2.0			—
Loss on extinguishment of debt		0.3			—			60.5
Other		6.8			10.9			(0.3	)
Changes in operating assets and liabilities:
Trade receivables, net		(48.6	)		(31.2	)		(27.5	)
Guarantees of vendor financing		4.1			(4.8	)		(39.6	)
Inventories		(39.6	)		21.9			4.7
Other current assets and other assets		(16.0	)		(23.1	)		45.7
Accounts payable		10.5			(12.3	)		(25.6	)
Accrued payroll, other current liabilities and other liabilities		(0.6	)		(3.1	)		(13.6	)
Income taxes		9.1			17.2			(22.8	)
Accrued pensions and other postretirement benefits, net		(42.1	)		(40.1	)		(25.8	)
Environmental spending, continuing		(8.3	)		(4.0	)		(5.1	)
Restructuring and other spending		(29.8	)		(39.2	)		(18.5	)
Cash provided by operating activities		314.7			307.2			199.6
Cash provided (required) by operating activities of discontinued operations:
Environmental spending, discontinued		(22.4	)		(44.1	)		(24.4	)
Proceeds from sale of formerly environmentally impaired property		—			25.3			56.1
Payments of other discontinued reserves		(22.7	)		(24.4	)		(14.3	)
Cash provided (required) by operating activities of discontinued operations		(45.1	)		(43.2	)		17.4
Cash provided (required) by investing activities:
Capital expenditures		(115.4	)		(115.6	)		(93.5	)
In-process research and development expenditure		(2.0	)		(2.0	)		—
Proceeds from sales of investments and assets held for sale		—			11.7			13.7
Distributions from Astaris		4.4			—			69.5
Acquisition of mineral rights		—			(9.0	)		—
Decrease (increase) in investments		—			(0.2	)		—
Proceeds from disposal of property, plant and equipment		5.6			5.3			3.9
Other investing activities		(13.2	)		—			—
Cash required by investing activities		(120.6	)		(109.8	)		(6.4	)
Cash provided (required) by financing activities:
Increase (decrease) in other short-term debt		(5.1	)		(27.1	)		42.9
Decrease in restricted cash		—			—			9.7
Financing fees		(0.7	)		—			(48.6	)
Increase in long term debt		—			—			594.1
Repayment of long-term debt		(95.9	)		(91.5	)		(849.6	)
Distributions to minority partners		(10.2	)		(7.3	)		(4.0	)
Dividends paid		(29.7	)		(21.0	)		—
Issuances of common stock, net		14.6			40.6			40.2
Repurchases of common stock		(116.4	)		(92.2	)		—
Cash required by financing activities		(243.4	)		(198.5	)		(215.3	)
Effect of exchange rate changes on cash and cash equivalents		4.4			3.4			(1.3	)
Decrease in cash and cash equivalents		(90.0	)		(40.9	)		(6.0	)
Cash and cash equivalents, beginning of year		165.5			206.4			212.4
Cash and cash equivalents, end of year	$	75.5		$	165.5		$	206.4

52

Cash paid for interest was $31.3 million, $44.3 million and $71.4 million, and income taxes paid, net of refunds was $16.4 million net payments, $4.3 million net refunds and $41.4 million net payments in 2007, 2006, and 2005. For the years ended December 31, 2007, 2006 and 2005, we contributed approximately 2,000, 470,000 and 528,000 shares, respectively, of treasury stock to our employee benefit plans having a cost of $0.1 million, $17.3 million and $14.9 million, respectively, which is considered a non-cash activity.

We declared dividends aggregating $30.9 million to our shareholders of record during the year ended December 31, 2007, and $7.9 million of this amount is included in “Accrued and other liabilities” on the consolidated balance sheet as of December 31, 2007.

On January 1, 2007, we reclassified approximately $17 million of “Income taxes” to “Other long-term liabilities” on our consolidated balance sheets in connection with the adoption of FASB Interpretation No. 48. Also in connection with the adoption of FASB Interpretation No. 48, we reclassified approximately $22 million of “Income taxes” to offset “Deferred income taxes” on our consolidated balance sheet.

The accompanying notes are an integral part of these consolidated financial statements.

53

FMC CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	Common Stock, $0.10 Par Value		Capital In Excess of Par			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Comprehensive Income (Loss)
	(in Millions, Except Par Value)
Balance December 31, 2004	$	9.1	$	392.7			$939.6		$	32.7		$	(504.0	)
Net income							114.0								$	114.0
Stock compensation plans		0.2		30.3
Shares for benefit plan trust													14.9
Minimum pension liability adjustment, net of income tax benefit of $3.3										(7.5	)					(7.5	)
Net deferred gain on derivative contracts, net of income tax of $12.8										21.1						21.1
Foreign currency translation adjustments										(92.4	)					(92.4	)
Balance December 31, 2005		9.3		423.0			1,053.6			(46.1	)		(489.1	)		35.2
Net income							131.3									131.3
Stock compensation plans				(8.6	)								36.3
Shares for benefit plan trust													17.4
Minimum pension liability adjustment, net of income tax expense of $13.7										21.9						21.9
Adjustment to initially apply SFAS No. 158, net of income tax benefit of $21.3										(27.8	)
Net deferred loss on derivative contracts, net of income tax benefit of $20.2										(33.7	)					(33.7	)
Foreign currency translation adjustments										28.6						28.6
Dividends ($0.36 per share)							(27.8	)
Repurchases of common stock													(90.0	)
Reclassification due to adoption of SFAS 123R				11.9
Balance December 31, 2006		9.3		426.3			1,157.1			(57.1	)		(525.4	)		148.1
Net income							132.4									132.4
Stock compensation plans				(18.8	)								37.3
Shares for benefit plan trust													(0.3	)
Change in pension and post-retirement benefit plans, net of income tax benefit of $0.6										(0.5	)					(0.5	)
Net deferred gain on derivative contracts, net of income tax expense of $8.1										14.1						14.1
Foreign currency translation adjustments										33.6						33.6
Dividends ($0.405 per share)							(30.9	)
Adjustment to initially apply FIN 48 as of January 1, 2007							(2.8	)
Repurchases of common stock													(110.0	)
Balance December 31, 2007	$	9.3	$	407.5		$	1,255.8		$	(9.9	)	$	(598.4	)	$	179.6

The accompanying notes are an integral part of these consolidated financial statements.

54

FMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 PRINCIPAL ACCOUNTING POLICIES AND RELATED FINANCIAL INFORMATION

Nature of operations.    We are a diversified chemical company serving agricultural, industrial and consumer markets globally with innovative solutions, applications and quality products. We operate in three business segments: Agricultural Products, Specialty Chemicals and Industrial Chemicals. Agricultural Products provides crop protection and pest control products for worldwide markets. Specialty Chemicals includes food ingredients that are used to enhance structure, texture and taste; pharmaceutical additives for binding and disintegrant use; and lithium specialties for pharmaceutical synthesis, specialty polymers and energy storage. Industrial Chemicals encompasses a wide range of inorganic materials in which we possess market and technology leadership, including soda ash, phosphorus and peroxygens (hydrogen peroxide and active oxidants) in both North America and in Europe through our subsidiary, FMC Foret, S.A. (“Foret”).

Basis of consolidation and basis of presentation.    The accompanying consolidated financial statements of FMC Corporation and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America. Our consolidated financial statements include the accounts of FMC and all entities that we directly or indirectly control. All significant intercompany accounts and transactions are eliminated in consolidation.

In the fourth quarter of 2007, an error was discovered in the manner in which we recorded certain rebate accruals associated with our Agricultural Products segment. We determined that the adjustment was not material to any period presented. Since the amount is immaterial to all periods presented, we have determined to correct prior year financial statements within this Form 10-K. In this regard, we recorded an adjustment to decrease retained earnings by $6.0 million as of December 31, 2004, which is the earliest period presented. Additionally, compared to amounts in our previously issued consolidated statements of income, revenue decreased $1.1 million and $4.2 million, net income decreased $0.7 million and $2.6 million and diluted earnings per share decreased $0.01 and $0.03 for the years ended December 31, 2006 and 2005, respectively.

Estimates and Assumptions.    In preparing the financial statements in conformity with U.S. generally accepted accounting principles we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results are likely to differ from those estimates, but we do not believe such differences will materially affect our financial position, results of operations or cash flows.

Cash equivalents and restricted cash.    We consider investments in all liquid debt instruments with original maturities of three months or less to be cash equivalents.

Investments.    Investments in companies in which our ownership interest is 50 percent or less and in which we exercise significant influence over operating and financial policies are accounted for using the equity method. Under the equity method, original investments are recorded at cost and adjusted by our share of undistributed earnings and losses of these investments. Majority owned investments in which our control is restricted are also accounted for using the equity method. All other investments are carried at their fair values or at cost, as appropriate.

Inventories.    Inventories are stated at the lower of cost or market value. Inventory costs include those costs directly attributable to products before sale, including all manufacturing overhead but excluding distribution costs. All domestic inventories, excluding materials and supplies, are determined on a last-in, first-out (“LIFO”) basis and our remaining inventories are recorded on a first-in, first-out (“FIFO”) basis. See Note 8.

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Property, plant and equipment.    We record property, plant and equipment, including capitalized interest, at cost. Depreciation is provided principally on the straight-line basis over the estimated useful lives of the assets (land improvements—20 years, buildings—20 to 40 years, and machinery and equipment—3 to 18 years). Gains and losses are reflected in income upon sale or retirement of assets. Expenditures that extend the useful lives of property, plant and equipment or increase productivity are capitalized. Ordinary repairs and maintenance are expensed as incurred through operating expense.

Impairments of long-lived assets.    We review the recovery of the net book value of long-lived assets whenever events and circumstances indicate that the net book value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the net book value, we recognize an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Restructuring and other charges.    We continually perform strategic reviews and assess the return on our businesses. This sometimes results in a plan to restructure the operations of a business. We record an accrual for severance and other exit costs under the provisions of the relevant accounting guidance.

Additionally, as part of these restructuring plans write-downs of long-lived assets may occur. Two types of assets are impacted: assets to be disposed of by sale and assets to be abandoned. Assets to be disposed of by sale are measured at the lower of carrying amount or estimated net proceeds from the sale. Assets to be abandoned with no remaining future service potential are written down to amounts, net of expected recovery from disposal. The useful life of assets to be abandoned that have a remaining future service potential are adjusted and accelerated depreciation is recorded over the adjusted useful life.

Capitalized interest.    We capitalized interest costs of $4.2 million in 2007, $3.7 million in 2006 and $3.8 million in 2005. These costs were associated with the construction of certain long-lived assets and have been capitalized as part of the cost of those assets. We amortize capitalized interest over the assets’ estimated useful lives.

Deferred costs and other assets.    Unamortized capitalized software costs totaling $15.0 million and $14.1 million at December 31, 2007 and 2006, respectively, are components of other assets, which also include debt financing fees and other deferred charges. We capitalize the costs of internal use software in accordance with accounting literature which generally permits the capitalization of certain costs incurred to develop or obtain internal use software. We assess the recoverability of deferred software costs on an ongoing basis and record write-downs to fair value as necessary. We amortize capitalized software costs over expected useful lives ranging from three to ten years.

Goodwill and intangible assets.    Goodwill and other indefinite intangible assets (“intangibles”) are not subject to amortization. Instead, they are subject to at least an annual assessment for impairment by applying a fair value based test.

We test goodwill for impairment annually using the criteria prescribed by Statement of Financial Accounting Standard (‘SFAS”) No. 142 “Goodwill and Other Intangible Assets”. We did not record any goodwill impairments in 2007, 2006 and 2005. Goodwill is primarily related to an acquisition in the Specialty Chemicals segment. There are no other material indefinite life intangibles, other than goodwill in any of the years presented. The change in goodwill in 2007 and 2006 was due to the effect of foreign currency translation on the euro.

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FMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our definite life intangibles totaled $11.2 million and $12.9 million as of December 31, 2007 and 2006, respectively, and are recorded in “Other assets” in our consolidated balance sheets. At December 31, 2007, these definite life intangibles were allocated among our business segments as follows: $9.1 million in Agricultural Products, $0.4 million in Specialty Chemicals and $1.7 million in Industrial Chemicals. Definite life intangible assets consist primarily of patents, access rights, industry licenses and other intangibles and are being amortized over periods of 5 to 15 years. Amortization was not significant in the years presented. The estimated amortization expense for each of the five years ended December 31, 2008 to 2012 is also not significant.

Revenue recognition.    We recognize revenue when the earnings process is complete, which is generally upon transfer of title. This transfer typically occurs upon shipment to the customer. In all cases, we apply the following criteria in recognizing revenue: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable and collection is reasonably assured. Rebates due to customers are accrued in the same period that the related sales are recorded based on the contract terms.

We record amounts billed for shipping and handling fees as revenue. Costs incurred for shipping and handling are recorded as costs of sales and services. We recognize as revenue, payments we receive from third-party producers, which reimburse us for research and development costs we incurred bringing products to market that are no longer under a patent.

Income taxes.    We provide current income taxes on income reported for financial statement purposes adjusted for transactions that do not enter into the computation of income taxes payable and recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. We do not provide income taxes on the equity in undistributed earnings of foreign subsidiaries or affiliates when it is our intention that such earnings will remain invested in those companies.

Foreign currency translation.    We translate the assets and liabilities of most of our foreign operations at exchange rates in effect at the balance sheet date. The foreign operations’ income statements are translated at the monthly exchange rates for the period. For operations where the local currency is the functional currency we record translation gains and losses as a component of accumulated other comprehensive income or loss in stockholders’ equity until the foreign entity is sold or liquidated. We did not have significant operations in any highly inflationary countries during 2007, 2006 and 2005. In countries where the local currency is not the functional currency, property, plant and equipment, and other non-current assets are converted to functional currencies at historical exchange rates, and all gains or losses from conversion are included in either net income or other comprehensive income. Net income (loss) for 2007, 2006 and 2005 included aggregate transactional foreign currency gains and losses. We recorded a net gain (loss) of ($13.8) million, $1.0 million and $2.1 million for the years ended December 31,2007, 2006, and 2005 respectively. Other comprehensive income or loss for 2007, 2006 and 2005 included translation (losses) and gains of $33.6 million, $28.6 million and $(92.4) million, respectively.

The value of the U.S. dollar and other currencies in which we operate continually fluctuate. Results of operations and financial position for all the years presented have been affected by such fluctuations. We enter into certain foreign exchange contracts to mitigate the financial risk associated with this fluctuation as discussed in Note 17. These contracts typically qualify for hedge accounting. See “Derivative financial instruments” below and Note 17.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Derivative financial instruments.    We mitigate certain financial exposures, including currency risk, interest rate risk, and energy purchase exposures, through a controlled program of risk management that includes the use of derivative financial instruments. We enter into foreign exchange contracts, including forward and purchased option contracts, to reduce the effects of fluctuating foreign currency exchange rates.

We recognize all derivatives on the balance sheet at fair value. On the date the derivative instrument is entered into, we generally designate the derivative as either a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge) or a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). We record in accumulated other comprehensive income or loss changes in the fair value of derivatives that are designated as and meet all the required criteria for a cash flow hedge. We then reclassify these amounts into earnings as the underlying hedged item affects earnings. We record immediately in earnings changes in the fair value of derivatives that are not designated as hedges.

We formally document all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes relating derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. We also formally assess, both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If we determine that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting with respect to that derivative prospectively. We had $0.1 million of ineffective losses related to our hedges for 2007 and no ineffective gains or losses 2006. We recorded a net gain for the ineffective portion of our hedges of $2.9 million in 2005.

Treasury stock.    We record shares of common stock repurchased at cost as treasury stock, resulting in a reduction of stockholders’ equity in the Consolidated Balance Sheets. When the treasury shares are contributed under our employee benefit plans, we use a first-in, first-out (“FIFO”) method for determining cost. The difference between the cost of the shares and the market price at the time of contribution to an employee benefit plan is added to or deducted from capital in excess of par value of common stock (see supplemental cash flow information described at the end of our Consolidated Statements of Cash Flows).

Segment information.    We determined our reportable segments based on our strategic business units, the commonalities among the products and services within each segment and the manner in which we review and evaluate operating performance.

We have identified Agricultural Products, Specialty Chemicals and Industrial Chemicals as our reportable segments. Segment disclosures are included in Note 19. Segment operating profit is defined as segment revenue less operating expenses. We have excluded the following items from segment operating profit: corporate staff expense, interest income and expense associated with corporate debt facilities and investments, income taxes, gains (or losses) on divestitures of businesses, in-process research and development, restructuring and other charges, investment gains, loss on extinguishment of debt, asset impairments, LIFO inventory adjustments, and other income and expense items. Information about how in-process research and development and restructuring and other charges relate to our businesses at the segment level is discussed in Notes 6 and 7, respectively.

Segment assets and liabilities are those assets and liabilities that are recorded and reported by segment operations. Segment operating capital employed represents segment assets less segment liabilities. Segment assets exclude corporate and other assets, which are principally cash equivalents, the impact of the LIFO reserve

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

on inventory, deferred income tax benefits, eliminations of intercompany receivables and property and equipment not attributable to a specific segment. Segment liabilities exclude substantially all debt, income taxes, pension and other postretirement benefit liabilities, environmental reserves, restructuring reserves, deferred gains on sale and leaseback of equipment, fair value of currency contracts, intercompany eliminations, and reserves for discontinued operations.

Geographic segment revenue is based on the location of our customers. Geographic segment long-lived assets include investments, net property, plant and equipment, and other non-current assets. Geographic segment data is included in Note 19.

Stock compensation plans.    We adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R) on January 1, 2006, which requires that compensation expense be recognized in the financial statements for all share options and other equity-based arrangements. Under the provisions of SFAS 123R, share-based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee’s requisite service period (See Note 14 for further discussion on our share-based compensation).

We adopted SFAS 123R using the modified prospective transition method as provided for by the Standard and therefore have not restated prior periods. Under this transition method, the amount of compensation cost recognized in 2007 and 2006 for stock option awards includes amortization relating to the remaining unvested portion of stock option awards granted prior to January 1, 2006, and amortization related to new stock option awards granted on January 1, 2006 and later. Prior to January 1, 2006, we accounted for our stock compensation plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. Accordingly, no compensation expense for stock option awards has been recognized in our financial statements in periods prior to January 1, 2006.

The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS No. 123 to our stock compensation plans for the prior periods.

	Year Ended December 31, 2005
	(in Millions, Except Per Share Data)
Net income, as reported	$	114.0
Add: Total stock-based compensation expense included in reported net income, net of related tax effects		2.7
Deduct: Total stock-based employee compensation expense determined under a fair-value-based method, net of related tax effects		(4.7	)
Pro forma net income	$	112.0
Basic earnings per common share:
As reported	$	1.51
Pro forma	$	1.49
Diluted earnings per common share:
As reported	$	1.45
Pro forma	$	1.43

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2005: dividend yield of zero; expected volatility of 31 percent; risk-free interest rate of 3.8 percent; and expected life of five years for all grants. The weighted average fair value of stock options, calculated using the Black-Scholes option-pricing model, granted during the year ended December 31, 2005 was $8.24.

Environmental obligations.    We provide for environmental-related obligations when they are probable and amounts can be reasonably estimated. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range has been used.

Estimated obligations to remediate sites that involve oversight by the EPA, or similar government agencies, are generally accrued no later than when a ROD, or equivalent, is issued, or upon completion of a RI/FS that is submitted by us and the appropriate government agency or agencies. Estimates are reviewed quarterly by our environmental remediation management, as well as by financial and legal management and, if necessary, adjusted as additional information becomes available. The estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, required remediation methods, and other actions by or against governmental agencies or private parties.

Included in the environmental reserve balance, other assets and reasonably possible loss contingencies are potentially recoverable amounts from third party insurance policies.

Our environmental liabilities for continuing and discontinued operations are principally for costs associated with the remediation and/or study of sites at which we are alleged to have disposed of hazardous substances. Such costs principally include, among other items, RI/FS, site remediation, costs of operation and maintenance of the remediation plan, fees to outside law firms and consultants for work related to the environmental effort, and future monitoring costs. Estimated site liabilities are determined based upon existing remediation laws and technologies, specific site consultants’ engineering studies or by extrapolating experience with environmental issues at comparable sites. Total reserves of $188.6 million and $189.6 million, respectively, before recoveries, were recorded at December 31, 2007 and 2006. In addition, we believe that it is reasonably possible that loss contingencies may exceed amounts accrued by approximately $75 million at December 31, 2007.

Provisions for environmental costs are reflected in income, net of probable and estimable recoveries from named PRPs or other third parties. Such provisions incorporate inflation and are not discounted to their present values.

In calculating and evaluating the adequacy of our environmental reserves, we have taken into account the joint and several liability imposed by CERCLA and the analogous state laws on all PRPs and have considered the identity and financial condition of each of the other PRPs at each site to the extent possible. We have also considered the identity and financial condition of other third parties from whom recovery is anticipated, as well as the status of our claims against such parties. Although we are unable to forecast the ultimate contributions of PRPs and other third parties with absolute certainty, the degree of uncertainty with respect to each party is taken into account when determining the environmental reserve by adjusting the reserve to reflect the facts and circumstances on a site-by-site basis. Our liability includes our best estimate of the costs expected to be paid before the consideration of any potential recoveries from third parties. We believe that any recorded recoveries related to PRPs are realizable in all material respects. Recoveries are recorded as either an offset in “Environmental liabilities, continuing and discontinued” or as “Other Assets” in our consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pensions and other postretirement benefits

We provide qualified and nonqualified defined benefit and defined contribution pension plans, as well as postretirement health care and life insurance benefit plans to our employees. Effective July 1, 2007, all of our newly hired and rehired salaried and nonunion hourly employees are no longer eligible for our defined benefit pension plans. The costs (or benefits) and obligations related to these benefits reflect key assumptions related to general economic conditions, including interest (discount) rates, healthcare cost trend rates, expected rates of return on plan assets and the rates of compensation increases for employees. The costs (or benefits) and obligations for these benefit programs are also affected by other assumptions, such as average retirement age, mortality, employee turnover, and plan participation. To the extent our plans’ actual experience, as influenced by changing economic and financial market conditions or by changes to our own plans’ demographics, differs from these assumptions, the costs and obligations for providing these benefits, as well as the plans’ funding requirements, could increase or decrease. When actual results differ from our assumptions, the difference is typically recognized over future periods. In addition, the unrealized gains and losses related to our pension and postretirement benefit obligations may also affect periodic benefit costs (or benefits) in future periods. See Note 13 for additional information relating to pension and other postretirement benefits.

Stock Split

On August 17, 2007, the Board of Directors of FMC declared a two-for-one split of our common stock (the “Stock Split”) effected in the form of a distribution of one newly issued share paid on September 13, 2007 with respect to each share held as of the close of business on August 31, 2007. Trading in the common stock on a post-split adjusted basis began on September 14, 2007.

The number of shares outstanding and related prices, per share amounts, share conversions, and share based data throughout this Form 10-K have been adjusted to reflect the Stock Split for all prior periods presented.

Reclassification and adjustments.

Certain prior year amounts have been reclassified to conform to the current year’s presentation.

Adjustments recorded in 2007

Our results for the year ended December 31, 2007, were favorably impacted by a $6.1 million benefit ($3.8 million after-tax), or $0.05 per diluted share related to a correction of last in, first out (“LIFO”) inventory liquidations related to prior periods. The adjustment to our LIFO inventory reserves was recorded as a result of a correction in determining our initial LIFO inventory base year. The benefit of $6.1 million has been recorded as component of “Cost of sales and services” in the consolidated statement of income for the year ended December 31, 2007.

Additionally, our results for the year ended December 31, 2007 were unfavorably impacted by $5.6 million, or $0.07 per diluted share, related to adjustments to income tax reserves related to prior periods. The $5.6 million adjustment was recorded to “Provision for income taxes” in the consolidated statements of income for the year ended December 31, 2007.

We believe that the effect of these adjustments was not material to our financial position or results of operations or liquidity for any period.

Adjustments recorded in 2006

Our results for the year ended December 31, 2006, were unfavorably impacted by $8.5 million or $0.11 per diluted share recorded to income taxes related to adjustments of deferred tax assets. The adjustment to our income taxes was recorded as a result of a review of our deferred taxes. We believe that the effect of this adjustment was not material to our financial position or results of operations or liquidity for any period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 2 ASSET RETIREMENT OBLIGATIONS

Effective December 31, 2005, we adopted FASB interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). This interpretation clarified FASB Statement No. 143 “Asset Retirement Obligations” (“FASB 143”) in that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. The interpretation states that when an existing law, regulation, or contract requires an entity to perform an asset retirement activity, an unambiguous requirement to perform the retirement activity exists, even if that activity can be deferred indefinitely.

In connection with the adoption of FIN 47, we recognized additional liabilities at fair value, of approximately $3 million at December 31, 2005, for asset retirement obligations (ARO’s), which consisted primarily of costs associated with landfills and the retirement of certain equipment. These costs reflect legal obligations associated with the normal operation of certain facilities in both our Agricultural Products and Industrial Chemicals segments. Additionally, we capitalized asset retirement costs by increasing the carrying amounts of related long-lived assets and recording accumulated depreciation from the time the original assets were placed into service. In future periods, the liability is accreted to its present value and the capitalized cost is depreciated over the useful life of the related asset. We are also required to adjust the liability for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate. Upon retirement of the long-lived asset, we either settle the obligation for its recorded amount or incur a gain or loss. The net after-tax cumulative effect adjustment recognized upon adoption of this accounting standard interpretation was approximately $0.5 million.

We have mining operations in Green River, Wyoming for our soda ash business as well as mining operations in our lithium and Foret operations. We have legal reclamation obligations related to these facilities upon closure of the mines. Additionally, we have obligations at the majority of our manufacturing facilities in the event of a permanent plant shutdown. Certain of these obligations are recorded in our environmental and restructuring liability reserves described in Notes 7 and 12. For those not already accrued, we have calculated the fair value of these ARO’s and concluded that the present value of the obligations was immaterial as of December 31, 2007.

The changes in the carrying amounts of ARO’s for the years ended December 31, 2007 and 2006 are as follows.

(in Millions)
Balance at December 31, 2005	$	6.0
Accretion expense		0.3
Payments		—
Balance at December 31, 2006	$	6.3
Acceleration due to Baltimore shutdown (1)		8.5
Accretion expense		0.3
Payments		—
Balance at December 31, 2007	$	15.1

(1) This increase was primarily associated with our 2007 decision to phase out operations at our Baltimore facility. As a result of this decision, the estimated settlement dates associated with asset retirement obligations at the Baltimore facility were accelerated, resulting in an increase to the liability and an increase to capitalized asset retirement costs. The capitalized asset retirement cost will be depreciated on an accelerated basis over the remaining time we plan to operate the Baltimore facility, which is expected to be through the end of the first quarter of 2008. See Note 7 for further details on the Baltimore phase out.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 3 RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS AND REGULATORY ITEMS

Recently issued accounting standards

SFAS No. 141(R)

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(revised) “Business Combinations.” Statement No. 141(R) applies to all business combinations. Under SFAS No. 141(R) an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. We are required to adopt this statement starting in 2009 and it is to be applied to business combinations occurring in 2009 and after. Early adoption of this statement is prohibited.

SFAS No. 160

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements.” Statement No. 160 applies to the accounting for noncontrolling interests and transactions with noncontrolling interest holders in consolidated financial statements. SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. We are required to adopt this statement beginning in 2009. Early adoption of this statement is prohibited and we are currently in the process of evaluating the effect that this statement will have on our consolidated financial statements.

SFAS No. 159

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities.” Statement No. 159 permits entities to choose to measure many financial instruments and certain warranty and insurance contracts at fair value on a contract-by-contract basis. We are required to adopt this Statement starting in 2008 and are currently evaluating the effect that this Statement will have on our consolidated financial statements.

SFAS No. 157

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”. Statement No. 157 defines fair value, establishes a framework for measuring fair value in GAAP, and enhances disclosures about fair value measurements. The Statement applies when other accounting pronouncements require fair value measurements; it does not require new fair value measurements. SFAS No. 157 is effective for us for financial assets and liabilities starting in 2008 and for nonfinancial assets and liabilities starting in 2009. We are currently evaluating the effect that this Statement will have on our consolidated financial statements.

Adopted in 2007

FSP AUG AIR-1

In August 2006, the FASB released guidance on the accounting for planned major maintenance activities. The guidance was issued in the form of a Financial Statement Position (“FSP”) and prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim reporting periods. We adopted this FSP on January 1, 2007 and its adoption had an immaterial impact to our consolidated financial statements.

FIN 48

In June 2006, the FASB released FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109” (“FIN 48”). FIN 48 prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. We adopted this Interpretation as of January 1, 2007. See Note 10 for further discussion regarding our adoption of this interpretation.

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FMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

EITF No. 06-3

In June 2006, the EITF reached a consensus on EITF Issue No. 06-3 “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation)” (“EITF 06-3”). EITF 06-3 provides that the presentation of taxes assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues) is an accounting policy decision that should be disclosed. We adopted this EITF on January 1, 2007. We record all taxes collected from customers to be remitted to governmental authorities on a net basis in our consolidated statements of income.

NOTE 4 DISCONTINUED OPERATIONS

Our results of discontinued operations comprised the following:

	Year Ended December 31,
	2007			2006			2005
	(in Millions)
Income from the sale of real estate property in San Jose (net of income tax expense of $9.8 and $22.6 million), respectively	$	—		$	14.0		$	32.9
Provision for contingent liability related to San Jose land sale (net of income tax benefit of $2.3 million)		—			—			(3.7	)
Adjustment for workers’ compensation, product liability, and other postretirement benefits related to previously discontinued operations (net of income tax expense of $0.4 million, $0.3 million, and $0.1 million for 2007, 2006 and 2005, respectively)		1.1			0.5			0.3
Provision for environmental liabilities and legal reserves and expenses related to previously discontinued operations (net of income tax benefit of $15.4 million, $16.9 million, and $14.4 million in 2007, 2006 and 2005, respectively)		(25.4	)		(27.3	)		(23.4	)
Discontinued operations, net of income taxes	$	(24.3	)	$	(12.8	)	$	6.1

Year Ended December 31, 2007

During 2007, we recorded a $40.8 million ($25.4 million after-tax) charge to discontinued operations related primarily to environmental issues and legal reserves and expenses. Environmental charges of $21.1 million ($13.1 million after-tax) relate primarily to a provision to increase reserves for environmental issues at our Middleport, Front Royal and Modesto sites. We also recorded increases to legal reserves and expenses in the amount of $19.7 million ($12.3 million after-tax). See the table showing our environmental reserves in Note 12.

Year Ended December 31, 2006

On May 24, 2006, we completed the sale of 23 acres of land in San Jose, California to the City of San Jose for $25.3 million. This sale resulted in income of $24.0 million ($14.0 million after tax). This sale completes the sale of land that was formerly used by FMC’s defense business, which was divested in 1997. We sold an adjacent 52 acres to the City of San Jose in February 2005 for $56.1 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the year ended December 31, 2006, we also recorded a $44.2 million ($27.3 million after tax) charge to discontinued operations primarily related to environmental issues and legal reserves and expenses. Environmental charges of $26.8 million ($16.6 million after-tax), net of recoveries included a provision to increase our reserves for environmental issues primarily related to our Front Royal and Middleport sites as well as to increase our reserve for operating and maintenance activities. Included in the environmental charges noted above are offsetting amounts totaling $19.6 million ($12.2 million after-tax) related to recognition of third-party environmental recoveries related primarily to our Front Royal site. For the year ended December 31, 2006, increases to legal reserves and expenses related to previously discontinued operations amounted to $17.4 million ($10.7 million after-tax).

Year Ended December 31, 2005

On February 17, 2005, we completed the sale to the city of San Jose, California of approximately 52 acres of land used by our former Defense Systems operations, which we divested in 1997. Proceeds from the sale were $56.1 million and after tax and other expenses, income was $32.9 million. In conjunction with the sale, we recorded a $6.0 million ($3.7 million after-tax) contingent liability associated with land improvements on these properties. This liability is contractual and is for land improvements necessary to improve traffic flow in the area.

Additionally, during 2005, we recorded a $37.8 million ($23.4 million after-tax) charge to discontinued operations related to environmental issues and legal reserves and expenses. Environmental charges of $43.3 million ($26.8 million after-tax) included a provision increase of $39.3 million ($24.3 million after-tax) to increase our reserves for environmental issues primarily related to our Front Royal and Middleport sites and in recognition of our share of liabilities related to a consent order between the EPA and the primary responsible parties at the Anniston site. Legal expense charges related to previously discontinued operations in the amount of $9.8 million ($6.0 million after-tax) were taken during 2005 as well. Offsetting these amounts was $15.3 million ($9.4 million after-tax) related to recognition of third-party environmental recoveries related to various sites, primarily our Front Royal site.

Reserve for Discontinued Operations at December 31, 2007 and 2006

The reserve for discontinued operations totaled $33.5 million and $36.3 million at December 31, 2007 and 2006, respectively. The liability at December 31, 2007 was comprised of $7.9 million for workers’ compensation and product liability, $12.0 million for other postretirement medical and life insurance benefits provided to former employees of discontinued businesses and $13.6 million of other discontinued operations reserves. In connection with SFAS No. 158 (see Note 13) that we adopted in 2006, the discontinued postretirement medical and life insurance benefits liability equals the accumulated postretirement benefit obligation. Associated with this liability is a net pretax actuarial gain of approximately $20.9 million ($14.2 million after-tax) and $22.9 million ($15.6 million after-tax) at December 31, 2007 and 2006, respectively. The estimated net actuarial gain and prior service credit that will be amortized from accumulated other comprehensive income into discontinued operations during 2008 are $2.2 million and $0.1 million, respectively.

The liability at December 31, 2006 was comprised of $9.7 million for workers’ compensation and product liability, $13.8 million for other postretirement medical and life insurance benefits provided to former employees of discontinued businesses and $12.8 million of other discontinued operations reserves. At December 31, 2007 and 2006, substantially all other discontinued operations reserves recorded on our consolidated balance sheets related to operations discontinued between 1976 and 2001.

We use actuarial methods, to the extent practicable, to monitor the adequacy of product liability, workers’ compensation and other postretirement benefit reserves on an ongoing basis. While the amounts required to settle

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our liabilities for discontinued operations could ultimately differ materially from the estimates used as a basis for recording these liabilities, we believe that changes in estimates or required expenditures for any individual cost component will not have a material adverse effect on our liquidity or financial condition in any single year and that, in any event, such costs will be satisfied over the course of several years.

Spending in 2007, 2006 and 2005 was $1.9 million, $2.0 million and $1.2 million, respectively, for workers’ compensation, product liability and other claims; $2.0 million, $2.2 million and $2.0 million, respectively, for other postretirement benefits; and $18.8 million, $20.2 million and $11.1 million, respectively, related to other discontinued operations reserves.

NOTE 5 INVESTMENTS IN JOINT VENTURES

We are party to several joint venture investments throughout the world, which individually and in the aggregate are not significant to our financial results.

Investment gains for the year ended December 31, 2005

In November 2005, Astaris LLC (now known as Siratsa LLC), our 50%-owned joint venture with Solutia, completed the sale of substantially all of its assets, other than certain excluded assets used in the business of Astaris to certain subsidiaries of Israel Chemicals Limited (“ICL”). The buyers also assumed certain of the liabilities of Astaris. The final sales price was $263 million. In connection with this sale, we recorded a gain of $57.7 million, before tax. This gain is included in “Equity in (earnings) loss of affiliates” on our consolidated statements of income for the year ended December 31, 2005. We received cash totaling $99.4 million of which $69.1 million is a distribution and $30.3 million is the final payment of Astaris obligations due to us as well as payments for certain liabilities transferred from Astaris to us.

In the second quarter of 2005, we sold our 50 percent ownership investment in Sibelco Española SA (“Sibelco”) for cash of $13.7 million. We accounted for Sibelco on the equity method. We recorded a gain of $9.3 million in conjunction with this sale which is included in “Investment gains” on our consolidated statements of income for the year ended December 31, 2005.

NOTE 6 IN-PROCESS RESEARCH AND DEVELOPMENT

Proprietary Fungicide Agreement

In the second quarter of 2006, our Agricultural Products segment entered into development agreements with a third-party company, whereby we were given the right to develop further one of the third party company’s products in certain geographic markets. Under the agreements, we paid $2.0 million and have recorded this amount as a charge to “In-process research and development” in the consolidated statements of income for the year ended December 31, 2006.

In the first quarter of 2007, our Agricultural Products segment acquired further rights from this third-party company to develop their proprietary fungicide. In acquiring those further rights, we paid an additional $1.0 million and have recorded this amount as a charge to “In-process research and development” in the consolidated statements of income for the year ended December 31, 2007

Collaboration and License Agreement

In the third quarter of 2007, our Agricultural Products segment entered into a collaboration and license agreement with another third-party company for the purpose of obtaining certain technology and intellectual property rights. We paid an initial $1.0 million upon entering into this agreement and have recorded the amount as a charge to “In-process research and development” in the consolidated statements of income for the year ended December 31, 2007.

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NOTE 7 RESTRUCTURING AND OTHER CHARGES

Year Ended December 31, 2007

Baltimore Phase Out

On June 15, 2007, we made the decision to phase out operations of our Baltimore, Maryland facility in our Agricultural Products segment by March 2008. Our decision is consistent with our strategy to maintain globally cost-competitive manufacturing positions by sourcing raw materials, intermediates and finished products in lower-cost manufacturing locations.

We recorded charges totaling $104.9 million during the year ended December 31, 2007 which consisted of (i) plant and equipment impairment charges and accelerated depreciation on fixed assets to be abandoned of approximately $98.7 million, and (ii) severance and employee benefits of $6.2 million. The plant and equipment impairment charges were primarily the result of the abandonment of a significant amount of assets at this facility before the end of their previously estimated useful life. We also expect to incur restructuring and other charges related to this phase out of approximately $20 to $30 million related to this phase out over the next two quarters primarily representing additional charges associated with fixed assets to be abandoned.

Abandonment of Foret Co-Generation Facility, Other Foret Fixed Asset Abandonments and Assets Held for Sale

During the second quarter of 2007, we abandoned a co-generation facility at Foret and recorded an impairment charge of $8.2 million. This facility, which is part of our Industrial Chemicals segment, produced electrical power and thermal energy by co-generation for use at one of Foret’s production properties. Historically, excess electricity produced from this facility was sold into the Spanish market. We own 75% of this co-generation facility and have recorded minority interest associated with this charge of $1.4 million as part of “Minority interests” in the consolidated statements of income for the year ended December 31, 2007.

During the third quarter of 2007, we abandoned certain fixed assets also at Foret and recorded impairment charges of $4.0 million. These fixed assets were at various facilities at Foret.

Additionally, during the third quarter of 2007, we reported Foret’s sodium sulfate long-lived assets held for sale in accordance with SFAS No. 144, “Accounting for the Impairment of Disposal of Long-Lived Assets.” The assets held for sale in the amount of $16.8 million are included in prepaid and other current assets on our December 31, 2007 consolidated balance sheet. The sale of these assets was completed in February 2008.

Solutia Legal Settlement

In 2003, Solutia, our joint venture partner in Astaris, filed a lawsuit against us, which ultimately proceeded in U.S. District Court for the Southern District of New York, claiming that, among other things, we had breached our joint venture agreement due to the alleged failure of the PPA technology we contributed to Astaris and also failed to disclose the information we had about the PPA technology. On April 2, 2007, the parties agreed to settle all claims relating to the litigation in return for a payment of $22.5 million by us. The settlement was approved by the U.S. Bankruptcy Court in the Southern District of New York (where Solutia had filed for Chapter 11 bankruptcy protection in 2003) on May 1, 2007 without any appeal having been taken. This litigation is associated with out Industrial Chemicals business. The $22.5 million has been reflected in “Restructuring and other charges” in our consolidated statements of income for the year ended December 31, 2007.

Other Items

We recorded $1.8 million of charges related to an agreement to settle state court cases alleging violations of antitrust law involving our microcrystalline cellulose product (“MCC”) in our Specialty Chemicals Business. See further disclosure under the “2006” caption and Note 18 for further details regarding the MCC legal settlement.

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Additional restructuring and other charges for the year ended December 31, 2007 also included a $6.8 million of severance costs, of which $5.6 million related to our Industrial Chemicals segment and $1.2 million related to our Agricultural Products Segment. We also recorded $1.1 million of asset abandonment charges in our Industrial Chemicals segment and $3.4 million of other charges primarily in our Industrial Chemicals and Specialty Chemicals segments, as well as $10.2 million relating to continuing environmental sites as a Corporate charge.

Year Ended December 31, 2006

Plant Building Abandonment

We committed to the abandonment of a building in our Agricultural Products segment and recorded an impairment charge of $6.0 million.

Research and Development Redeployment

We announced a plan to redeploy our discovery research and development resources within our Agricultural Products segment to shorten the innovation cycle and accelerate the delivery of new products and technologies.

We incurred $3.4 million of severance charges as a result of this decision. These severance costs related to approximately 70 people who have separated from us. We also abandoned assets as a result of these decisions and recorded an impairment charge of $1.9 million.

MCC Legal Settlement

We reached an agreement in principle to settle a federal class action lawsuit, as well as certain other individual claims, alleging violations of antitrust laws involving our microcrystalline cellulose (“MCC”) product in our Specialty Chemicals business in the amount of $25.7 million. This amount has been reflected in restructuring and other charges in our consolidated statement of income for the year ended December 31, 2006.

European Commission Fine

On April 26, 2006, the European Commission imposed a fine on us regarding alleged violations of competition law in the hydrogen peroxide business in Europe prior to the year 2000 which we have appealed. This fine is associated with our Industrial Chemicals segment. We have recorded a €25 million charge for this fine. The amount of $30 million (reflecting then-prevailing exchange rates) has been reflected in restructuring and other charges in our consolidated statement of income for the year ended December 31, 2006. Since we are not required to make the payment during the appeal process, which may to extend beyond one year, the liability has been classified as long-term in the consolidated balance sheets as of December 31, 2007 and 2006. See Note 18 for further details on this matter.

Other Items

Additional restructuring and other charges for 2006 totaled $7.8 million. These charges included $1.2 million of asset abandonment charges in our Industrial Chemicals segment and $1.3 million of severance costs recorded in our Specialty Chemicals segment due to a workforce restructuring. We also recorded $5.4 million relating to continuing environmental sites. Offsetting these charges was a gain of $0.6 million in our Specialty Chemicals segment from the completion of the sale of our previously disclosed assets held for sale related to our Copenhagen, Denmark carrageenan plant which we closed in 2005. The gain represented the difference between the asset held for sale balance and the final proceeds. The final proceeds from the sale totaled $9.6 million. Additional restructuring and other charges were recorded in Industrial Chemicals of $0.5 million.

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Year Ended December 31, 2005

Copenhagen/Bezons

On April 26, 2005, we made the decision to close our Copenhagen, Denmark carrageenan plant and a blending facility in Bezons, France in our Specialty Chemicals segment. We recorded restructuring and other charges totaling $17.0 million which consisted of (i) plant and equipment impairment charges of $13.8 million, (ii) severance and employee benefits of $2.4 million and (iii) other costs of $0.8 million. The plant and equipment impairment charge of $13.8 million represented an adjustment to value this plant and equipment at estimated fair value less estimated cost to sell. We reported the plant and equipment assets related to Copenhagen as assets held for sale. The severance and employee benefit costs related to approximately 70 people.

Spring Hill

During the fourth quarter of 2005, we completed an analysis of our Spring Hill, West Virginia facility in our Industrial Chemicals segment. As a result, we abandoned the majority of the assets at this facility before the end of their previously estimated useful life. As a result we recorded an impairment charge of $4.5 million associated with these assets and $3.0 million of charges related to shut down obligations associated with this site, which were triggered as a result of our abandonment plan. The majority of these obligations relate to one of the Spring Hill plants we plan to demolish.

Pocatello

In the fourth quarter of 2005, we recorded restructuring and other charges of $6.1 million for our Pocatello site to increase reserves for demolition and other shutdown costs.

Other Items

Additional restructuring and other charges for the year ended December 31, 2005 totaled $9.8 million. These charges related to a charge for the abandonment of assets in our Agricultural Products segment as well as various severance charges. We committed to the abandonment of certain assets in our Agricultural Products segment and we recorded charges of $5.4 million. Severance costs related to either the closure of certain facilities or segment workforce restructurings and amounted to $3.4 million for the year ended December 31, 2005. These severance costs were recorded in our Specialty Chemicals ($1.6 million) and Agricultural Products ($1.8 million) segments and related to approximately 20 and 60 people. We also incurred $0.7 million of costs in our Agricultural Products segment primarily due to a lease termination related to a facility shutdown and $0.4 million related to continuing environmental sites. These charges were partially offset by a non-cash adjustment of $0.1 million in Corporate.

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Rollforward of Restructuring and Other Reserves

The following table shows a rollforward of restructuring and other reserves and the related spending and other changes:

(in Millions)	Total (1)
Balance at 12/31/2005	$	5.1
Increase in reserves (1)		4.7
Cash payments		(6.1	)
Balance at 12/31/2006	$	3.7
Increase in reserves (1)		14.4
Cash payments		(6.0	)
Balance at 12/31/2007 (2)	$	12.1

(1) Primarily severance costs related to workforce reductions and facility shutdowns. Increases in reserves for the year ended December 31, 2006 are primarily severance costs for previously announced workforce reductions and for the year ended December 31, 2007 the increase in reserves is primarily a result of the Baltimore phase out discussed above. The impairment charges noted above impacted our property, plant and equipment balances and are not included in the above table. The Solutia and MCC legal settlements noted above have been paid by us and are also not included in the above table. Additionally, the European Commission fine is included as a component of our other long-term liabilities balance on our consolidated balance sheet and is not included in the above table.

(2) Included in “Accrued and other liabilities” and “Other long-term liabilities” on the Consolidated Balance Sheets.

NOTE 8 INVENTORIES

The current replacement cost of inventories exceeded their recorded values by $142.2 million at December 31, 2007 and $148.1 million at December 31, 2006 resulting in a LIFO gain in “costs of sales and services”. See Note 1 for further detail regarding the LIFO gain recorded for the year ended December 31, 2007. During 2007 and 2006 inventory balances were reduced in the U.S. due to liquidation of inventory quantities carried at lower costs as compared with the cost of 2007 and 2006 purchases. Approximately 39 percent of inventories in 2007 and approximately 45 percent of inventories in 2006 are recorded on the LIFO basis. In 2007 and 2006 approximately 61 percent and 55 percent, respectively of inventories are determined on a FIFO basis.

Inventories consisted of the following:

	December 31,
	2007		2006
	(in Millions)
Finished goods and work in process	$	201.1	$	154.2
Raw materials		73.9		65.2
Net inventory	$	275.0	$	219.4

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NOTE 9 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	December 31,
	2007		2006
	(in Millions)
Land and land improvements	$	157.0	$	154.7
Mineral rights		33.8		33.8
Buildings		361.2		362.0
Machinery and equipment		2,217.9		2,354.8
Construction in progress		74.0		63.2
Total cost		2,843.9		2,968.5
Accumulated depreciation		1,909.2		1,943.4
Property, plant and equipment, net	$	934.7	$	1,025.1

Depreciation expense was $113.8 million, $116.4 million, and $119.5 million in 2007, 2006 and 2005, respectively.

In the second quarter of 2006, we entered into an agreement with the Princeton Healthcare System to sell the FMC Research Center Facility in Princeton, New Jersey. The Research Center consists of office and laboratory buildings on approximately 150 acres of land. Closing on the agreement is subject to a number of conditions, including due diligence by Princeton Healthcare System, rezoning and other governmental approvals to allow re-development of the property for medical center use. Currently, closing is expected in the first half of 2008, subject to the conditions discussed above.

NOTE 10 INCOME TAXES

Domestic and foreign components of income from continuing operations before income taxes are shown below:

	Year Ended December 31,
	2007		2006		2005
	(in Millions)
Domestic	$	124.4	$	138.8	$	40.7
Foreign		61.3		73.6		148.4
Total	$	185.7	$	212.4	$	189.1

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The provision (benefit) for income taxes attributable to income from continuing operations consisted of:

	Year Ended December 31,
	2007		2006		2005
	(in Millions)
Current:
Federal	$	—	$	—	$	(9.1	)
Foreign		22.5		11.5		35.0
State		—		—		—
Total current		22.5		11.5		25.9
Deferred		6.5		56.8		54.8
Total	$	29.0	$	68.3	$	80.7

Total income tax provisions (benefits) were allocated as follows:

	Year Ended December 31,
	2007			2006			2005
	(in Millions)
Continuing operations	$	29.0		$	68.3		$	80.7
Discontinued operations		(15.0	)		(6.8	)		6.1
Cumulative effect of change in accounting principle		—			—			(0.3	)
Items charged directly to stockholders’ equity		10.2			(27.0	)		4.6
Total	$	24.2		$	34.5		$	91.1

Significant components of the deferred income tax provision (benefit) attributable to income from continuing operations before income taxes are as follows:

	Year Ended December 31,
	2007			2006		2005
	(in Millions)
Deferred tax (exclusive of valuation allowance)	$	22.9		$	47.9	$	37.2
Increase (decrease) in the valuation allowance for deferred tax assets		(16.4	)		8.9		17.6
Deferred income tax provision	$	6.5		$	56.8	$	54.8

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Significant components of our deferred tax assets and liabilities were attributable to:

	December 31,
	2007			2006
	(in Millions)
Reserves for discontinued operations, environmental and restructuring	$	96.3		$	95.0
Accrued pension and other postretirement benefits		14.4			20.2
Other reserves		45.5			40.3
Alternative minimum and foreign tax credit carryforwards		81.0			79.5
Net operating loss carryforwards		224.7			269.0
Other		47.0			39.0
Deferred tax assets		508.9			543.0
Valuation allowance		(65.1	)		(81.5	)
Deferred tax assets, net of valuation allowance	$	443.8		$	461.5
Property, plant and equipment, net	$	67.8		$	69.5
Other		—			1.8
Deferred tax liabilities	$	67.8		$	71.3
Net deferred tax assets	$	376.0		$	390.2

We have recognized that it is more likely than not that certain future tax benefits may or may not be realized as a result of current and future income. During the year ended December 31, 2007, the valuation allowance was decreased by $16.4 million to reflect higher than anticipated net deferred tax asset utilization. We believe that it is more likely than not that future earnings will generate sufficient taxable income to utilize the net deferred tax assets recorded as of December 31, 2007.

At December 31, 2007, we have net operating loss and tax credit carryforwards as follows: U.S. net operating loss carryforwards of $451.0 million expiring in varying amounts and years through 2026, state net operating loss carryforwards of $1,147.2 million expiring in various amounts and years through 2027, foreign net operating loss carryforwards of $169.3 million expiring in various years, U.S. foreign tax credit carryforwards of $34.8 million expiring in various amounts and years through 2015, and alternative minimum tax credit carryforwards of $46.2 million with no expiration date.

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The effective income tax rate applicable to income from continuing operations before income taxes was different from the statutory U.S. federal income tax rate due to the factors listed in the following table:

	Year Ended December 31,
	2007		2006		2005
Statutory U.S. tax rate	35	%	35	%	35	%
Net difference:
U.S. export sales benefit	—		(1	)	(2	)
Percentage depletion	(9	)	(8	)	(6	)
State and local income taxes, less federal income tax benefit	1		1		1
Foreign earnings subject to different tax rates	(10	)	(7	)	(7	)
Net operating loss carryforwards unbenefited (benefited)	(1	)	1		—
AJCA dividend	—		—		10
Tax on intercompany dividends and deemed dividend for tax purposes	1		—		4
Nondeductible expenses	2		6		2
Minority interests	2		1		1
Equity in earnings of affiliates not taxed	—		—		(1	)
Changes to unrecognized tax benefits	5		—		(11	)
Change in valuation allowance	(10	)	4		17
Total difference	(19	)	(3	)	8
Effective tax rate	16	%	32	%	43	%

2007 tax adjustments were favorable in the amount of $15.4 million and primarily include tax benefits related to the reversal of certain tax valuation allowances. These valuation allowances are no longer necessary because of our expectation that the related deferred tax assets are now likely to be realized. Partially offsetting these valuation adjustments are charges associated with adjustments for prior year tax matters. 2006 tax adjustments were unfavorable in the amount of $12.5 million and were associated primarily with adjustments to deferred income tax assets. 2005 tax adjustments, included charges of $31.9 million associated with repatriations, net tax benefits of $19.2 million primarily related to agreements on certain prior year tax matters previously reserved and charges of $9.5 million associated with adjustments to deferred tax liabilities.

As of December 31, 2007, our federal income tax returns for years through 2003 have been examined by the Internal Revenue Service (“IRS”) and substantially all issues have been settled. We believe that adequate provision for income taxes has been made for the open years 2002 and after. Income taxes have not been provided for the equity in undistributed earnings of foreign consolidated subsidiaries of $405.1 million or for foreign unconsolidated subsidiaries and affiliates of $8.1 million at December 31, 2007. Restrictions on the distribution of these earnings are not significant. It is not practical to estimate the amount of taxes that might be payable upon the remittance of such earnings. Foreign earnings taxable as dividends were $4.4 million, $1.4 million and $521.9 million in 2007, 2006 and 2005, respectively.

American Jobs Creation Act

On October 22, 2004, the American Jobs Creation Act (the “AJCA”) was signed into law. The AJCA provides for the deduction for U.S. federal income tax purposes of 85 percent of certain foreign earnings that are repatriated, as defined in the AJCA. During the year ended December 31, 2005, we repatriated approximately $528 million of foreign earnings and capital of which approximately $480 million were qualifying dividends under the AJCA. We recorded an income tax charge during the year ended December 31, 2005 of $31.9 million associated with total AJCA repatriations. This charge includes $18.8 million on the repatriation of the qualifying dividends subject to the 85 percent AJCA provision.

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FASB Interpretation No. 48

FIN 48 prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition. We adopted this Interpretation on January 1, 2007. As a result of the implementation of FIN 48, we recognized a net increase in our liability for unrecognized tax benefits which was accounted for as a $2.8 million decrease to the January 1, 2007 balance of retained earnings. After adoption of FIN 48, the liability for unrecognized tax benefits was $43.1 million as of January 1, 2007. The total amount of unrecognized tax benefits as of January 1, 2007 that, if recognized, would affect the effective tax rate is $43.1 million.

We file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The income tax returns for FMC entities taxable in the U.S and significant foreign jurisdictions are open for examination and adjustment. As of December 31, 2007, the United States income tax returns are open for examination and adjustment for years 2002-2007. Our significant foreign jurisdictions, which total 15, are open for examination and adjustment during varying periods from 2000-2007.

We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated financial statements. Included in the $43.1 million liability for unrecognized tax benefits as of January 1, 2007 is $0.2 million associated with interest and penalties.

Since the date of adoption, the liability for unrecognized tax benefits has increased by approximately $6.3 million to a balance of $49.4 million as of December 31, 2007. During the year ended December 31, 2007, we recognized no additional amounts for interest and penalties. We reasonably expect reductions in the liability for unrecognized tax benefits of up to $1 million within the next 12 months on account of expirations of statutes of limitations. See reconciliation of the total amounts of unrecognized tax benefits below:

	(in Millions)
Balance, January 1, 2007	$	43.1
Additions for tax positions of the current year		4.0
Additions for tax positions of prior years		5.9
Reductions for tax positions of prior years for:
Settlements during the period		(3.6	)
Lapses of applicable statutes of limitations		—
Balance, December 31, 2007	$	49.4

NOTE 11 DEBT

Debt maturing within one year:

Debt maturing within one year consists of the following:

	December 31,
	2007			2006
	(in Millions)
Short-term debt	$	47.9		$	53.7
Current portion of long-term debt		77.7			52.5
Total debt maturing within one year	$	125.6		$	106.2
Weighted average interest rates for short-term debt outstanding at year-end		13.2	%		12.4	%

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Short-term debt consisted of foreign credit lines at December 31, 2007 and December 31, 2006. We provide parent-company guarantees to lending institutions providing credit to our foreign subsidiaries.

Long-term debt:

Long-term debt consists of the following:

	December 31, 2007		December 31,
	Interest Rate Percentage	Maturity Date
			2007		2006
			(in Millions)
Pollution control and industrial revenue bonds (less unamortized discounts of $0.3 million and $0.3 million, at December 31, 2007 and 2006)	3.53-7.05	2009-2035	$	202.8	$	216.7
Debentures (less unamortized discounts of $0.1 million and $0.1 million, at December 31, 2007 and 2006)	7.75	2011		45.3		45.4
Medium-term notes (less unamortized discounts of $0.1 million and $0.1 million, at December 31, 2007 and 2006	7.00	2008		77.5		117.4
European revolving credit facility	5.12	2010		171.7		196.4
Other debt				0.0		0.1
Total debt				497.3		576.0
Less: debt maturing within one year				77.7		52.5
Total long-term debt			$	419.6	$	523.5

At December 31, 2007 and 2006, we had $171.7 and $196.4 million in U.S. dollar equivalent revolving credit facility borrowings under the European Credit Agreement, resulting in available funds of $147.1 million and $91.7 million, respectively.

We had no borrowings under our Domestic Credit Agreement at December 31, 2007 and 2006. Letters of credit outstanding under the Domestic Credit Agreement totaled $146.9 million and $144.5 million at December 31, 2007 and 2006, respectively. Available funds under the Domestic Credit Agreement were $453.1 million at December 31, 2007 and $455.5 million at December 31, 2006.

At December 31, 2007, our debt credit ratings were BBB and Baa2 as assigned by S&P and Moody’s, respectively.

Maturities of long-term debt

Maturities of long-term debt outstanding, excluding discounts, at December 31, 2007 are $77.7 million in 2008, $2.1 million in 2009, $184.2 million in 2010, $50.8 million in 2011, $0.0 million in 2012 and $183.0 million thereafter.

Covenants

Among other restrictions, the Domestic Credit Agreement and the European Credit Agreement contain financial covenants applicable to FMC and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). We were in compliance with all covenants at December 31, 2007.

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Compensating Balance Agreements

We maintain informal credit arrangements in many foreign countries. Foreign lines of credit, which include overdraft facilities, typically do not require the maintenance of compensating balances, as credit extension is not guaranteed but is subject to the availability of funds.

2007 Domestic Credit Agreement Refinancing

On August 28, 2007, we executed a credit agreement (“the Domestic Credit Agreement”) which provided for a five year, $600 million revolving credit facility. The proceeds from this facility are available for general corporate purposes, including issuing letters of credit up to a $300 million sub-limit. The Domestic Credit Agreement also contains an option under which, subject to certain conditions, we may request an increase in the facility to $1 billion. There were no borrowings under the new facility at inception, and our prior credit agreement dated as of June 21, 2005 was terminated at that time. Obligations under the prior credit agreement and related transaction costs, fees, and expenses for the new Agreement were paid with available cash.

Loans under the new facility bear interest at a floating rate, either a base rate as defined, or the applicable eurocurrency rate for the relevant term plus an applicable margin. The initial margin is 0.35 percent per year, subject to adjustment based on the credit rating assigned to our senior unsecured debt. At December 31, 2007, if we had borrowings under our Domestic Credit Agreement, then the applicable rate would have been 4.95 percent per annum.

In connection with entering into the Domestic Credit Agreement, we wrote off $0.3 million of deferred financing fees associated with our previous credit agreement. These fees were previously a component of “Other assets” in our consolidated balance sheet and were recorded as “Loss on extinguishment of debt” in the consolidated statements of income for the year ended December 31, 2007.

On February 21, 2008, we entered into Amendment No. 1 to the Domestic Credit Agreement (the “Amendment”) among us, certain of our subsidiaries, each lender and issuing bank party thereto from time to time and Citibank, N.A. as administrative agent for the lenders thereunder. The Amendment amends the Domestic Credit Agreement by correcting minor technical flaws and conforming certain definitions to the European Credit Agreement described below.

2005 Refinancings

Domestic Credit Agreement

In June 2005 we executed a $850 million, five year credit agreement (the “2005 Domestic Credit Agreement”) which provided for a $600 million revolving credit facility ($250 million of which is available for the issuance of letters of credit), and a $250 million term loan facility. The initial borrowings under the 2005 Domestic Credit Agreement, which is unsecured, were used to prepay all borrowings and terminate the previous $600 million senior secured credit agreement. The $250 million term loan under the 2005 Domestic Credit Agreement was prepaid on December 21, 2005 with proceeds from the European Credit Agreement, as described below. In connection with entering into the 2005 Domestic Credit Agreement, we wrote off $1.2 million of deferred financing fees associated with our previous credit agreement and $0.6 million of fees associated with the new agreement in addition to $0.1 million of fees related to the prepayment of the term loan in December 2005. These fees were recorded as “loss on extinguishment of debt” in the consolidated statement of income for the year ended December 31, 2005.

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European Credit Agreement

On December 16, 2005, our Dutch finance subsidiary executed a credit agreement (the “European Credit Agreement”) which provides for an unsecured revolving credit facility in the amount of €220,000,000. Borrowings may be denominated in euros or U.S. dollars. FMC and our Dutch finance subsidiary’s direct parent provide guarantees of amounts due under the European Credit Agreement.

Loans under the European Credit Agreement bear interest at a eurocurrency base rate, which for loans denominated in euros is the Euro InterBank Offered Rate, and for loans denominated in dollars is LIBOR in each case plus a margin. The applicable margin under our European Credit Agreement is subject to adjustment based on the rating assigned to FMC by each of Moody’s and S&P. At December 31, 2007 the applicable margin was 0.35 percent and the applicable borrowing rate under the European Credit Agreement was 5.12 percent per annum.

On February 21, 2008, our Dutch finance subsidiary agreed upon an amendment and restatement of its European Credit Agreement with the bank lenders party thereto and Citibank International PLC, as agent for the lenders, to conform the representations, warranties and covenants in the European Credit Agreement to those contained in the Domestic Credit Agreement.

10.25 percent Senior Notes Redemption

On July 21, 2005, using proceeds of borrowings under the Domestic Credit Agreement and cash on-hand, we redeemed all of our 10.25 percent Senior Notes due 2009 outstanding in the aggregate principal amount of $355.0 million. Pursuant to the terms of the Senior Notes and the related indenture, we paid a redemption premium of $44.0 million. In connection with the redemption of our 10.25 percent Senior Notes, we wrote off $11.4 million of deferred financing fees. These amounts, along with the settlement of a related interest rate lock, resulted in a “loss on the extinguishment of debt” of $56.6 million in the consolidated statements of income for the year ended December 31, 2005.

Sweetwater County Industrial Revenue Bond Refunding

On December 15, 2005, we refinanced $90.0 million aggregate principal amount of Sweetwater County, Wyoming industrial revenue bonds issued in 1994 through a new industrial revenue bond issue in the same principal amount. We reduced our average interest cost from 6.95 percent per annum to 5.60 percent per annum and extended the maturity date by 11 years. The 1994 bonds were legally defeased by deposit with the trustee of the proceeds of the new bond issue and other funds provided by FMC, and the bonds were subsequently redeemed with a 1 percent redemption premium on January 17, 2006. This refinancing resulted in a charge of $2.1 million that is also included in “loss on extinguishment of debt” for the year ended December 31, 2005.

NOTE 12 ENVIRONMENTAL

We are subject to various federal, state, local and foreign environmental laws and regulations that govern emissions of air pollutants, discharges of water pollutants, and the manufacture, storage, handling and disposal of hazardous substances, hazardous wastes and other toxic materials and remediation of contaminated sites. We are also subject to liabilities arising under CERCLA and similar state laws that impose responsibility on persons who arranged for the disposal of hazardous substances, and on current and previous owners and operators of a facility for the clean-up of hazardous substances released from the facility into the environment. We are also subject to liabilities under RCRA and analogous state laws that require owners and operators of facilities that have treated, stored or disposed of hazardous waste pursuant to a RCRA permit to follow certain waste management practices and to clean up releases of hazardous substances into the environment associated with past or present practices.

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In addition, when deemed appropriate, we enter certain sites with potential liability into voluntary remediation compliance programs, which are also subject to guidelines that require owners and operators, current and previous, to clean up releases of hazardous substances into the environment associated with past or present practices.

We have been named a Potentially Responsible Party (PRP) at 30 sites on the federal government’s National Priorities List (NPL), at which our potential liability has not yet been settled. In addition, we received notice from the EPA or other regulatory agencies that we may be a PRP, or PRP equivalent, at other sites, including 39 sites at which we have determined that it is reasonably possible that we have an environmental liability. In cooperation with appropriate government agencies, we are currently participating in, or have participated in, a Remedial Investigation/Feasibility Study (RI/FS) or its equivalent at most of the identified sites, with the status of each investigation varying from site to site. At certain sites, a RI/FS has only recently begun, providing limited information, if any, relating to cost estimates, timing, or the involvement of other PRPs; whereas, at other sites, the studies are complete, remedial action plans have been chosen, or a Record of Decision (ROD) has been issued.

Environmental liabilities consist of obligations relating to waste handling and the remediation and/or study of sites at which we are alleged to have released or disposed of hazardous substances. These sites include current operations, previously operated sites, and sites associated with discontinued operations. We have provided reserves for potential environmental obligations that we consider probable and for which a reasonable estimate of the obligation can be made. Accordingly, total reserves of $188.6 million and $189.6 million, respectively, before recoveries, were recorded at December 31, 2007 and 2006. The long-term portion of these reserves is included in “Environmental liabilities, continuing and discontinued” on the consolidated balance sheets, net of recoveries, and amounted to $160.1 million and $157.8 million at December 31, 2007 and 2006, respectively. The short-term portion of our continuing operations obligations is recorded in accrued and other liabilities. In addition, we have estimated that reasonably possible environmental loss contingencies may exceed amounts accrued by approximately $75 million at December 31, 2007.

To ensure we are held responsible only for our equitable share of site remediation costs, we have initiated, and will continue to initiate, legal proceedings for contributions from other PRPs. We have recorded recoveries, representing probable realization of claims against insurance companies, U.S. government agencies and other third parties, of $35.4 million and $37.0 million, respectively, at December 31, 2007 and 2006. The recoveries at December 31, 2007 are recorded as either an offset to the “Environmental liabilities, continuing and discontinued” totaling $18.8 million or as “Other assets” totaling $16.6 million in the consolidated balance sheets. The recoveries at December 31, 2006 are recorded as an offset to the “Environmental liabilities, continuing and discontinued” totaling $22.4 million or as “Other assets” totaling $14.6 million in the consolidated balance sheets. Cash recoveries for the years 2007, 2006 and 2005 were $6.1 million, $3.6 million and $7.0 million, respectively.

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The table below is a rollforward of our environmental reserves, continuing and discontinued from December 31, 2004 to December 31, 2007.

	Operating and Discontinued Sites Total
	(in Millions)
Total environmental reserves, net of recoveries at December 31, 2004	$	180.2
2005
Provision		28.5
Spending, net of recoveries		(36.2	)
Reclassifications		(2.1	)
Net Change		(9.8	)
Total environmental reserves, net of recoveries at December 31, 2005	$	170.4
Environmental reserves, current, net of recoveries (1)	$	7.0
Environmental reserves, long-term continuing and discontinued, net of recoveries		163.4
Total environmental reserves, net of recoveries at December 31, 2005	$	170.4
2006
Provision		46.8
Spending, net of recoveries		(50.0	)
Net Change		(3.2	)
Total environmental reserves, net of recoveries at December 31, 2006	$	167.2
Environmental reserves, current, net of recoveries (1)	$	9.4
Environmental reserves, long-term continuing and discontinued, net of recoveries		157.8
Total environmental reserves, net of recoveries at December 31, 2006	$	167.2
2007
Provision		33.3
Spending, net of recoveries		(30.7	)
Net Change		2.6
Total environmental reserves, net of recoveries at December 31, 2007		169.8
Environmental reserves, current, net of recoveries (1)		9.7
Environmental reserves, long-term continuing and discontinued, net of recoveries		160.1
Total environmental reserves, net of recoveries at December 31, 2007		169.8

(1) “Current” includes only those reserves related to continuing operations.

Our total environmental reserves, before recoveries, include $172.1 million and $176.4 million for remediation activities and $16.5 million and $13.2 million for RI/FS costs at December 31, 2007 and 2006, respectively. For the years 2007, 2006 and 2005, we recorded spending of $31.2 million, $47.2 million, and $32.9 million, respectively, against established reserves for remediation spending, and $5.6 million, $6.4 million and $10.4 million, respectively, against reserves for spending on RI/FS. We anticipate that the remediation and RI/FS expenditures for current operating, previously operated and other sites will continue to be significant for the foreseeable future.

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In 2007, 2006 and 2005, we recorded environmental provisions totaling $31.3 million, $32.2 million and $28.5 million, respectively. The $31.3 million recorded in 2007 included $33.3 million recorded as an increase to our environmental reserves and $2.0 million recorded as a recovery in “Other assets” on our consolidated balance sheets. The $32.2 million recorded in 2006 included $46.8 million recorded as an increase to our environmental reserves and $14.6 million recorded as a recovery in “Other assets” on our consolidated balance sheets. These provisions related to costs for the continued cleanup of both operating sites and for certain discontinued manufacturing operations from previous years.

Front Royal

On October 21, 1999, the Federal District Court for the Western District of Virginia approved a consent decree signed by us, the EPA (Region III) and the DOJ regarding past response costs and future clean-up work at the discontinued fiber-manufacturing site in Front Royal, Virginia. As part of a prior settlement, government agencies have reimbursed us for approximately one-third of the clean-up costs due to the government’s role at the site, and we expect reimbursement to continue in the future. The amount of the reserve for this site was $31.1 million at December 31, 2007 and $32.2 million at December 31, 2006.

Pocatello

We have successfully decommissioned the Pocatello plant, and formally requested that EPA acknowledge completion of work under a June 1999 RCRA Consent Decree. In addition, we completed the closure of the calciner ponds under a July 2002 Consent Order. Future remediation costs include compliance with a 1998 CERCLA ROD which addresses ground water contamination and historic waste storage areas on the Pocatello plant portion of the Eastern Michaud Flats Superfund Site. FMC previously signed a CERCLA Consent Decree to implement this ROD, however, in August of 2000, the Department of Justice (“DOJ”) withdrew the Consent Decree to review the administrative record supporting the EPA’s remedy selection decision. In 2007, we performed supplemental investigative work pursuant to an October 2003 CERCLA Administrative Order to address areas triggered by plant shutdown. Upon completion of this supplemental investigation and feasibility study, we expect the EPA to issue an amended ROD. In 2007, we also commenced work pursuant to a December 2006 CERCLA unilateral administrative order to FMC to address air emissions from vents beneath the cap of one of the closed RCRA ponds, Pond 16S. The amount of the reserve for this site was $34.6 million at December 31, 2007 and $35.7 million at December 31, 2006.

Middleport

At our facility in Middleport, New York, we have constructed an engineered containment cover, closed RCRA regulated surface water impoundments and are collecting and treating both surface water runoff and ground water, and completed remediation of soil at 23 offsite residential properties and other offsite areas under a RCRA Corrective Action Order. Additional costs may result if additional remediation is required by regulatory agencies through interim actions or during the review and approval of the final RCRA corrective measures study. The amount of the reserve for this site is $31.4 million at December 31, 2007 and $25.7 million at December 31, 2006.

Other

Although potential environmental remediation expenditures in excess of the reserves and estimated loss contingencies could be significant, the impact on our future consolidated financial results is not subject to reasonable estimation due to numerous uncertainties concerning the nature and scope of possible contamination

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at many sites, identification of remediation alternatives under constantly changing requirements, selection of new and diverse clean-up technologies to meet compliance standards, the timing of potential expenditures and the allocation of costs among PRPs as well as other third parties.

The liabilities arising from potential environmental obligations that have not been reserved for at this time may be material to any one quarter or year’s results of operations in the future. However, we believe any such liability arising from potential environmental obligations is not likely to have a material adverse effect on our liquidity or financial condition and may be satisfied over the next 20 years or longer.

Regarding current operating sites, we spent $14.3 million, $8.9 million and $7.2 million for the years 2007, 2006 and 2005, respectively, on capital projects relating to environmental control facilities. Additionally, in 2007, 2006 and 2005, we spent $28.8 million, $25.9 million and $23.3 million, respectively, for environmental compliance costs, which are operating costs not covered by established reserves.

NOTE 13 PENSIONS AND OTHER POSTRETIREMENT BENEFITS

The funded status of our U.S. qualified and nonqualified defined benefit pension plans, our United Kingdom, Ireland, Norway and Canada defined benefit pension plans, plus our U.S. other postretirement healthcare and life insurance benefit plans for continuing operations, together with the associated balances and net periodic benefit cost recognized in our consolidated financial statements as of December 31, are shown in the tables below.

SFAS No. 158

In September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106 and 132”. We adopted SFAS No. 158 on December 31, 2006. Statement No. 158 required us to recognize in our consolidated balance sheets the overfunded and underfunded status of our defined benefit postretirement plans. The overfunded or underfunded status is defined as the difference between the fair value of plan assets and the benefit obligation. We are also required to recognize as a component of other comprehensive income the actuarial gains and losses and the prior service costs and credits that arise during the period. The adoption of SFAS No. 158 on December 31, 2006 had no impact on our earnings.

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The following table summarizes the weighted-average assumptions used and components of our defined benefit postretirement plans. The following tables also reflect a measurement date of December 31:

	Pensions						Other Benefits (1)
	December 31,
	2007			2006			2007			2006
	(in Millions)
Following are the weighted average assumptions used to determine the benefit obligations at December 31:
Discount rate		6.50	%		6.00	%		6.50	%		6.00	%
Rate of compensation increase		4.20	%		4.20	%		—			—
Accumulated benefit obligation:
Plans with unfunded accumulated benefit obligation	$	910.0		$	914.1		$	—		$	—
Change in projected benefit obligation
Projected benefit obligation at January 1	$	982.2		$	901.6		$	44.8		$	50.3
Service cost		19.1			18.6			0.3			0.2
Interest cost		56.9			54.8			2.7			2.6
Actuarial loss (gain)		(53.6	)		30.7			0.6			(2.6	)
Amendments		1.3			0.2			(0.1	)		(0.7	)
Foreign currency exchange rate changes		5.8			5.6			—			—
Plan participants’ contributions		0.5			0.5			6.0			7.4
Benefits paid		(51.3	)		(46.8	)		(10.7	)		(12.4	)
Transfer in		—			17.0						—
Projected benefit obligation at December 31		960.9			982.2			43.6			44.8
Change in fair value of plan assets:
Fair value of plan assets at January 1		886.8			769.8			—			—
Actual return on plan assets		16.0			109.4			—			—
Foreign currency exchange rate changes		4.5			3.9			—			—
Company contributions		37.4			35.1			4.7			5.0
Transfer in		—			14.9			—			—
Plan participants’ contributions		0.5			0.5			6.0			7.4
Benefits paid		(51.3	)		(46.8	)		(10.7	)		(12.4	)
Fair value of plan assets at December 31		893.9			886.8			—			—
Funded status of the plan (liability)		(67.0	)		(95.4	)		(43.6	)		(44.8	)
Amount recognized in the consolidated balance sheets:
Pension other asset	$	0.2		$	0.2		$	—		$	—
Accrued benefit liability		(67.2	)		(95.6	)		(43.6	)		(44.8	)
Total	$	(67.0	)	$	(95.4	)	$	(43.6	)	$	(44.8	)
The amount in accumulated other comprehensive income (loss) that have not yet been recognized as components of net periodic benefit cost at December 31, 2007 and 2006 are as follows:
Net transition asset	$	0.7		$	0.7		$	—		$	—
Prior service (cost) credit		(6.5	)		(6.9	)		2.7			3.8
Net actuarial (loss) gain		(105.9	)		(109.1	)		10.4			11.8
Accumulated other comprehensive income (loss)—pretax		(111.7	)		(115.3	)		13.1			15.6
Accumulated other comprehensive income (loss)—net of tax		(71.9	)		(74.7	)		11.6			13.5

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Other changes in plan assets and benefit obligations for continuing operations recognized in other comprehensive income is as follows for the year ended December 31, 2007:

	Pensions			Other Benefits (1)
	(in Millions)
Current year net actuarial loss	$	2.5		$	0.6
Amortization of net actuarial loss (gain)		(7.2	)		0.8
Current year prior service cost (credit)		1.3			(0.2	)
Amortization of prior service cost (credit)		(1.8	)		1.3
Amortization of transition obligation		0.1			—
Other		1.5			—
Total recognized in other comprehensive (income) loss, before taxes	$	(3.6	)	$	2.5
Total recognized in other comprehensive (income) loss, after taxes	$	(2.8	)	$	1.9

The estimated net actuarial loss, prior service cost and net transition asset for our pension plans that will be amortized from accumulated other comprehensive loss into our net annual benefit cost (income) during 2008 are $3.0 million, $1.1 million and $(0.2) million, respectively. The estimated net actuarial gain and prior service credit for our other benefits that will be amortized from accumulated other comprehensive income into net annual benefit cost during 2008 will be $0.8 million—income and $1.3 million—income, respectively.

(1) Refer to Note 4 for information on our discontinued postretirement benefit plans.

The following table summarizes the weighted-average assumptions used for and the components of net annual benefit cost (income) for the years ended December 31:

	Year Ended December 31
	Pensions									Other Benefits
	2007			2006			2005			2007			2006			2005
Discount rate		6.00	%		6.00	%		6.00	%		6.00	%		6.00	%		6.00	%
Expected return on plan assets		8.75	%		8.75	%		8.75	%		—			—			—
Rate of compensation increase		4.20	%		4.20	%		4.20	%		—			—			—
Components of net annual benefit cost (in millions):
Service cost	$	19.1		$	18.6		$	15.8		$	0.3		$	0.2		$	0.3
Interest cost		56.9			54.8			50.7			2.7			2.6			3.1
Expected return on plan assets		(72.1	)		(66.2	)		(61.6	)		—			—			—
Amortization of transition asset		(0.1	)		(0.1	)		(0.1	)		—			—			—
Amortization of prior service cost		1.8			2.0			1.8			(1.3	)		(1.3	)		(2.0	)
Recognized net actuarial and other (gain) loss		5.0			5.5			3.0			(0.8	)		(1.0	)		(0.4	)
Net annual benefit cost from continuing operations	$	10.6		$	14.6		$	9.6		$	0.9		$	0.5		$	1.0

The asset allocation for our U.S. pension plan, and the target asset allocation for 2007, by asset category, is shown in the table below. The fair value of plan assets for our U.S. qualified pension plan was $829.4 million and $832.0 million, at December 31, 2007 and 2006, respectively. The expected long-term rate of return on these plan assets was 8.75 percent for both 2007 and 2006. In developing the assumption for the long-term rate of return on assets for our plan, we take into consideration the technical analysis performed by our outside actuaries, including historical market returns, information on the assumption for long-term real returns by

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asset class, inflation assumptions, and expectations for standard deviation related to these best estimates. We also consider the historical performance of our own plan’s trust, which has earned a compound annual rate of return of approximately 9.5 percent over the last 10 years (which is in excess of comparable market indices for the same period) as well as other factors. Given an actively managed investment portfolio, the expected annual rates of return by asset class for our portfolio, using geometric averaging, and after being adjusted for an estimated inflation rate of approximately 3 percent, is between 9 percent and 11 percent for both U.S. and non-U.S. equities, and between 5 percent and 7.5 percent for fixed-income investments, which generates a total expected portfolio return that is in line with our assumption for the rate of return on assets.

		Percentage of Plan Assets December 31,
Asset Category	Target Asset Allocation	2007	2006
Equity securities	80 – 85%	78.8%	79.4%
Fixed income investments	15 – 25%	18.0%	18.0%
Cash and other short-term investments	0 – 5%	3.2%	2.6 %
Total		100.0%	100.0%

The fair value of plan assets for our foreign pension plans totaled $64.5 million and $54.8 million at December 31, 2007 and 2006, respectively. These plan assets are invested in either equity securities or fixed income investments.

Our U.S. qualified pension plan’s investment strategy consists of a total return investment management approach using a portfolio mix of equities and fixed income investments to maximize the long-term return of plan assets for an appropriate level of risk. The goal of this strategy is to minimize plan expenses by matching asset growth to the plan’s liabilities over the long run. Furthermore, equity investments are weighted towards value equities and diversified across U.S and non-U.S. stocks. Derivatives and hedging instruments may be used effectively to manage and balance risks associated with the plan’s investments. Investment performance and related risks are measured and monitored on an ongoing basis through annual liability measurements, periodic asset and liability studies, and quarterly investment portfolio reviews.

We made voluntary cash contributions to our U.S. qualified pension plan of $30.0 million in both 2007 and 2006. In addition, we paid nonqualified pension benefits from company assets of $3.0 million and $2.7 million, respectively for 2007 and 2006. We paid other postretirement benefits, net of participant contributions, of $4.7 million and $5.0 million in 2007 and 2006, respectively.

The following table reflects the estimated future benefit payments for our pension and other postretirement benefit plans. These amounts are reflected net of the annual Medicare Part D subsidy (see below) of approximately $1.5 million per year. These estimates take into consideration expected future service, as appropriate:

Estimated Net Future Benefit Payments
(in millions)
2008	$	60.7
2009		60.8
2010		63.1
2011		65.4
2012		66.9
2013 – 2017		370.7

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We completed our evaluation of the Medicare Act during 2005 and determined the estimated effects of the Medicare Act on our retiree medical plan and the other postretirement benefit liabilities and net periodic other postretirement benefit costs reported in our consolidated financial statements. Our retiree medical plan was determined to be actuarially equivalent to the Medicare Part D benefit and therefore, we began to collect the government subsidy in 2006, for those participants who elect to remain in our plan. As a result, the effect of the government subsidy and other related effects of the Medicare Act for the year ended December 31, 2007 and 2006, was a benefit of $1.4 million and $1.6 million, respectively, which is reflected as a reduction in our net periodic other postretirement benefit cost from continuing operations.

Assumed health care cost trend rates have an effect on the other postretirement benefit obligations and net periodic other postretirement benefit costs reported for the health care portion of the other postretirement plan. A one-percentage point change in the assumed health care cost trend rates would be immaterial to our net periodic other postretirement benefit costs for the year ended December 31, 2007 and our other postretirement benefit obligation at December 31, 2007.

In 2005, we added our Ireland pension plan and in 2006 our Norway pension plan to our disclosures. The United Kingdom and Canadian pension plans are included in our disclosures for all years presented. The financial impact of compliance with U.S. GAAP pension accounting literature for other non-U.S. pension plans is not substantially different from the locally reported pension expense. The cost of providing pension benefits for foreign employees covered by the other non-U.S. plans, including Norway in 2005 was $3.3 million in 2007, $2.6 million in 2006 and $3.2 million in 2005.

FMC Corporation Savings and Investment Plan.    The FMC Corporation Savings and Investment Plan is a qualified salary-reduction plan under Section 401(k) of the Internal Revenue Code in which substantially all of our U.S. employees may participate by contributing a portion of their compensation. We match contributions up to specified percentages of each employee’s compensation depending on how the employee allocates his or her contributions. Charges against income for the matching contributions, were $6.1 million in 2007, $6.4 million in 2006, and $6.3 million in 2005.

NOTE 14 SHARE-BASED COMPENSATION

Stock Compensation Plans

We have a share-based compensation plan, which has been approved by the stockholders, for certain employees, officers and directors. This plan is described below.

FMC Corporation Incentive Compensation and Stock Plan

The FMC Corporation Incentive Compensation and Stock Plan (the “Plan”) provides for the grant of a variety of cash and equity awards to officers, directors, employees and consultants, including stock options, restricted stock, performance units (including restricted stock units), stock appreciation rights, and multi-year management incentive awards payable partly in cash and partly in common stock. The Compensation and Organization Committee of the Board of Directors (the “Committee”), subject to the provisions of the Plan, approves financial targets, award grants, and the times and conditions for payment of awards to employees. The FMC Corporation Non-Employee Directors’ Compensation Policy (formerly the FMC Corporation Compensation Plan for Non-Employee Directors), administered by the Nominating and Corporate Governance Committee of the Board of Directors, sets forth the compensation to be paid to the directors, including awards (currently restricted stock units only) to be made to directors under the Plan.

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Stock options granted under the Plan may be incentive or nonqualified stock options. The exercise price for stock options may not be less than the fair market value of the stock at the date of grant. Awards granted under the Plan vest or become exercisable or payable at the time designated by the Committee, which has generally been three years from the date of grant. Incentive and nonqualified options granted under the Plan expire not later than 10 years from the grant date (15 years for grants prior to 1996).

Under the Plan, awards of restricted stock may be made to selected employees. The awards vest over periods designated by the Committee, which has generally been three years, with payment conditional upon continued employment. Compensation cost is recognized over the vesting periods based on the market value of the stock on the date of the award. Restricted stock units granted to directors under the Plan vest immediately if granted as part of or in lieu of the annual retainer; other restricted stock units granted to directors vest at the Annual Meeting of Shareholders in the calendar year following the May 1 annual grant date.

The total number of shares of common stock under the Plan is 14.4 million, which is in addition to the shares available from predecessor plans. Cancellations (through expiration, forfeiture, tax withholding or otherwise) of outstanding awards increase the shares available for future awards or grants. As of December 31, 2007 we had a total of 4.8 million shares available for future grants of share-based awards.

At December 31, 2007 and 2006, there were restricted stock units representing an aggregate of 185,057 shares and 195,694 shares of common stock, respectively, credited to the directors’ accounts. At December 31, 2007 and 2006 common stock options for 4,576 shares and 6,292 shares, respectively were outstanding for directors at exercise prices ranging from $18.30 to $20.28.

Stock Compensation

As discussed in Note 1, we adopted SFAS 123R on January 1, 2006, we recognized a total of $10.3 million ($6.4 million after-tax) and $8.1 million ($5.3 million after-tax) in share-based compensation expense during the years ended December 31, 2007 and 2006, respectively. This expense is classified as selling, general and administrative in our consolidated statements of income. The incremental effect of the adoption of SFAS 123R on both our basic and diluted earnings per share for the year ended December 31, 2006 was $0.03 and $0.03, respectively. The incremental effect represents compensation expense related to stock options. See below for further detail on our stock options.

We received $14.6 million and $25.6 million in cash related to stock option exercises for the year ended December 31, 2007 and 2006, respectively. We did not recognize any excess tax benefit in our consolidated balance sheets at December 31, 2007 and 2006 from the exercise of stock options and the vesting of restricted stock occurring during the years ended December 31, 2007 and 2006, due to our net operating loss carryforward position. As a result, there were no tax-related cash inflows from financing activities tied to the exercise of stock options and the vesting of restricted stock occurring during the years ended December 31, 2007 and 2006. In addition, the shares used for the exercise of stock options occurring during the years ended December 31, 2007 and 2006 came from newly issued and treasury shares.

Please refer to table in Note 1 that illustrates the effect on net income and earnings per share to our stock compensation plans for the prior period. This Note also illustrates the amount of share-based compensation expense recorded during the year ended December 31, 2005.

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Stock Options

The grant-date fair values of the stock options we granted in the years ended December 31, 2007 and 2006 were estimated using the Black-Scholes option valuation model, the key assumptions for which are listed in the table below. The expected volatility assumption is based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified approach prescribed by Staff Accounting Bulletin No. 107 (SEC’s interpretation of SFAS No. 123R). The risk-free rate is based on U.S. Treasury securities with terms equal to the expected timing of stock option exercises as of the grant date. The dividend yield assumption reflects our announcement of the payment of a dividend on our common stock.

Black Scholes valuation assumptions for 2007 and 2006 stock option grants:

	2007		2006
Expected dividend yield (1)	0.9-1.0	%	1.2	%
Expected volatility	32.0	%	32.0	%
Expected life (in years)	6.5		6.5
Risk-free interest rate (1)	4.46-4.72	%	4.6	%

The weighted-average grant-date fair value of options granted during the years ended December 31, 2007 and 2006 was $13.83 and $11.47 per share, respectively.

(1) There were two separate grant dates for stock options in 2007 which resulted in the use of a different expected dividend yield and risk-free interest rate on each date.

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The following summary shows stock option activity for employees under the Plan for the three years ended December 31, 2007:

	Number of Options Granted But Not Exercised		Weighted-Average Remaining Contractual Life (in Years)	Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value
	Number of Shares in Thousands					(In Millions)
December 31, 2004 (3,468 shares exercisable)	6,324			$	15.16
Granted	466			$	24.03
Exercised	(1,504	)		$	16.64
Forfeited	(60	)		$	12.25
December 31, 2005 (3,118 shares exercisable)	5,226			$	15.56
Granted	390			$	31.26
Exercised	(1,848	)		$	13.45	$	32.5
Forfeited	(66	)		$	23.01
December 31, 2006 (2,444 shares exercisable)	3,702		5.8	$	18.14	$	74.6
Granted	330			$	36.94
Exercised	(918	)		$	15.92	$	24.4
Forfeited	(41	)		$	25.03
December 31, 2007 (1,957 shares exercisable and 3,057 shares expected to vest)	3,073		5.7	$	20.71	$	104.0

The number of stock options indicated in the above table as being exercisable as of December 31, 2007 had an intrinsic value of $76.4 million, a weighted-average remaining contractual term of 3.47 years, and a weighted-average exercise price of $13.12.

We recognized $4.6 million ($2.9 million after-tax) and $3.4 million ($2.2 million after-tax) in compensation expense related to stock options for the years ended December 31, 2007 and 2006, respectively. We applied a forfeiture rate of two percent per stock option grant in the calculation of such expense.

As of December 31, 2007, we had total remaining unrecognized compensation cost related to unvested stock options of $3.9 million which will be amortized over the weighted-average remaining requisite service period of 1.5 years.

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Restricted Stock

The grant-date fair value of restricted stock awards under the Plan is based on the market price per share of our common stock on the date of grant, and the related compensation cost is amortized to expense on a straight-line basis over the vesting period during which the employees perform related services, which is typically three years except for those eligible for retirement prior to the stated vesting period.

The following table shows our employee restricted stock activity for the three years ended December 31, 2007.

	Number of shares		Weighted- Average Grant Date Fair Value
	Number of Shares in Thousands
Nonvested at December 31, 2004	574		$	15.18
Granted	230		$	24.57
Vested	(62	)	$	12.78
Forfeited	(16	)	$	17.37
Nonvested at December 31, 2005	726		$	18.29
Granted	152		$	31.87
Vested	(206	)	$	19.97
Forfeited	(20	)	$	22.34
Nonvested at December 31, 2006	652		$	20.93
Granted	180		$	38.41
Vested	(373	)	$	12.68
Forfeited	(5	)	$	27.45
Nonvested at December 31, 2007	454		$	32.07

We recognized $5.7 million ($3.5 million after-tax) and $4.7 million ($3.1 million after tax) in compensation expense related to restricted stock for the years ended December 31, 2007 and 2006, respectively. We applied a forfeiture rate assumption of one percent of outstanding grants in the calculation of such expense. As of December 31, 2007, we had total remaining unrecognized compensation cost related to unvested restricted stock of $6.3 million which will be amortized over the weighted-average remaining requisite service period of 2.6 years.

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NOTE 15 STOCKHOLDERS’ EQUITY

The following is a summary of our capital stock activity over the past three years:

	Common Stock	Treasury Stock
	(Number of Shares in Thousands)
December 31, 2004	90,244	15,460
Stock options and awards	1,702	—
Stock for employee benefit trust, net	—	(546	)
December 31, 2005	91,946	14,914
Stock options and awards	1,046	(980	)
Stock for employee benefit trust, net	—	(474	)
Repurchases of common stock, net	—	2,896
December 31, 2006	92,992	16,356
Stock options and awards	—	(1,132	)
Stock for employee benefit trust, net	—	(2	)
Repurchases of common stock, net	—	2,640
December 31, 2007	92,992	17,862

At December 31, 2007, 8.6 million shares of unissued FMC common stock were reserved for stock options and awards.

Accumulated other comprehensive gain (loss) consisted of the following:

	December 31,
	2007			2006
	(in Millions)
Deferred (loss) gain on derivative contracts	$	(1.6	)	$	(15.7	)
Pension and other postretirement liability adjustment		(46.1	)		(45.6	)
Other comprehensive income (loss), net		(47.7	)		(61.3	)
Foreign currency translation adjustments		37.8			4.2
Accumulated other comprehensive gain (loss)	$	(9.9	)	$	(57.1	)

In 2006, the Board of Directors approved the initiation of a quarterly cash dividend of $0.09 per share which was paid in April, July, and October of 2006, and January of 2007. In April 2007, the Board announced its plan to increase the quarterly dividend by 17 percent from $0.09 to $0.105. We declared dividends aggregating $30.9 million to our shareholders of record during the year 2007, and $7.9 million of this amount is included in “Accrued and other liabilities” on the consolidated balance sheet as of December 31, 2007.

In 2006, the Board of Directors also authorized the repurchase of up to $150 million of our common stock. In April 2007, we announced a new $250 million authorization, replacing the original $150 million program. Although the new repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time, we expect the program will be accomplished over the next two years. During the year ended December 31, 2007, we repurchased 2,474,839 of our shares at an aggregate of approximately $110 million, including 536,422 shares for approximately $20 million under the old program and

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1,938,417 shares for approximately $90 million under the new program. We also reacquire shares from time to time in connection with the vesting and exercise of awards under our equity compensation plans.

See Note 1 for information regarding the stock split.

Shares of common stock repurchased and contributed to a trust for an employee benefit program (net of shares resold as needed to administer the plan) were 2,070 net shares contributed, 470,880 net shares contributed, and 528,644 net shares contributed in 2007, 2006 and 2005, respectively, at a cost of approximately $0.1 million, $17.3 million, and $14.9 million, respectively.

NOTE 16 EARNINGS PER SHARE

Earnings (loss) per common share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period on a basic and diluted basis.

Our potentially dilutive securities include potential common shares related to our stock options and restricted stock. Diluted earnings per share (“Diluted EPS”) considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect. Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the option exercise price is greater than the average market price of our common stock for the period.

There were no excluded potential common shares from Diluted EPS for the years ended December 31, 2007, 2006 and 2005.

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Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows:

	Year Ended December 31,
	2007			2006			2005
	(in Millions Except Share and Per Share Data)
Earnings:
Income from continuing operations	$	156.7		$	144.1		$	108.4
Discontinued operations, net of income taxes		(24.3	)		(12.8	)		6.1
Cumulative effect of change in accounting principle, net of income tax		—			—			(0.5	)
Net income	$	132.4		$	131.3		$	114.0
Basic earnings (loss) per common share
Continuing operations	$	2.08		$	1.88		$	1.44
Discontinued operations		(0.32	)		(0.17	)		0.08
Cumulative effect of change in accounting principle, net of income tax		—			—			(0.01	)
Net income	$	1.76		$	1.71		$	1.51
Diluted earnings (loss) per common share
Continuing operations	$	2.02		$	1.82		$	1.38
Discontinued operations		(0.31	)		(0.16	)		0.08
Cumulative effect of change in accounting principle, net of income tax		—			—			(0.01	)
Net income	$	1.71		$	1.66		$	1.45
Shares (in thousands):
Weighted average number of shares of common stock outstanding		75,400			76,640			75,298
Weighted average additional shares assuming conversion of stock options		2,199			2,436			3,074
Shares—diluted basis		77,599			79,076			78,372

NOTE 17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, restricted cash, trade receivables, other current assets, accounts payable, and amounts included in investments and accruals meeting the definition of financial instruments. These financial instruments are stated at their carrying value, which is a reasonable estimate of fair value.

Financial Instrument	Valuation Method
Foreign Exchange Forward Contracts	Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies.
Energy Forward Contracts	Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices for applicable commodities.
Debt	Our estimates and information obtained from independent third parties using market data, such as bid/ask spreads for the last business day of the year.

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The following table of the estimated fair value of financial instruments is based on estimated fair-value amounts that have been determined using available market information and appropriate valuation methods. Accordingly, the estimates presented may not be indicative of the amounts that we would realize in a current market exchange and do not represent potential gains or losses on these agreements.

	December 31, 2007						December 31, 2006
Assets (liabilities)	Carrying Amount			Estimated Fair Value			Carrying Amount			Estimated Fair Value
	(in Millions)
Foreign Exchange Forward Contracts	$	(1.2	)	$	(1.2	)	$	0.9		$	0.9
Energy Forward Contracts		(2.0	)		(2.0	)		(25.7	)		(25.7	)
Debt		(545.2	)		(548.4	)		(629.7	)		(646.5	)

Use of Derivative Financial Instruments to Manage Risk

We record foreign currency and energy contracts at fair value as assets or liabilities and the related gains or losses are deferred in stockholders’ equity as a component of accumulated other comprehensive income or loss. At December 31, 2007, the net deferred hedging loss in net accumulated other comprehensive loss was $1.6 million. At December 31, 2006, the net deferred hedging loss in net accumulated other comprehensive loss was $15.7 million.

Approximately $1.7 million of net losses are expected to be realized in earnings over the twelve months ending December 31, 2008, as the underlying hedged transactions are realized, and net gains of $0.1 million are expected to be realized at various times, subsequent to December 31, 2008. We recognize derivative gains and losses in the “Costs of sales or services” line in the consolidated statements of income.

Foreign Currency Exchange Risk Management

We conduct business in many foreign countries, exposing earnings, cash flows, and our financial position to foreign currency risks. The majority of these risks arise as a result of foreign currency transactions. Our policy is to minimize exposure to adverse changes in currency exchange rates. This is accomplished through a controlled program of risk management that includes the use of foreign currency debt and forward foreign exchange contracts. We also use forward foreign exchange contracts to hedge firm and highly anticipated foreign currency cash flows, with an objective of balancing currency risk to provide adequate protection from significant fluctuations in the currency markets.

The primary currency movements for which we have exchange-rate exposure are the U.S. dollar versus the euro, the euro versus the Norwegian krone, the U.S. dollar versus the Japanese yen, the U.S. dollar versus the Chinese yuan and the U.S. dollar versus the Brazilian real.

Hedge ineffectiveness and the portion of derivative gains or losses excluded from assessments of hedge effectiveness, related to our outstanding cash flow hedges and which were recorded to earnings during the years ended December 31, 2007, 2006 and 2005 were immaterial.

We hold certain forward contracts that have not been designated as hedging instruments. Contracts used to hedge the exposure to foreign currency fluctuations associated with certain monetary assets and liabilities are not designated as hedging instruments, and changes in the fair value of these items are recorded in earnings. The net gains (losses) recorded in earnings for contracts not designated as hedging instruments in 2007, 2006 and 2005 were $(8.6) million, $0.3 million and $1.4 million, respectively.

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Commodity Price Risk

We are exposed to risks in energy costs due to fluctuations in energy prices, particularly natural gas. We attempt to mitigate our exposure to increasing energy costs by hedging the cost of future deliveries of natural gas and entering into fixed-price contracts for the purchase of coal and fuel oil.

Hedge ineffectiveness and the portion of derivative gains or (losses) excluded from assessments of hedge effectiveness, related to our outstanding cash flow hedges recorded to earnings for the years ended December 31, 2007, 2006 and 2005 were approximately $(0.1) million, $0.0 million and $2.9 million, respectively.

Interest Rate Risk

We use various strategies to manage our interest rate exposure, including entering into interest rate swap agreements to achieve a targeted mix of fixed- and variable-rate debt. In the agreements, we exchange, at specified intervals, the difference between fixed- and variable-interest amounts calculated on an agreed-upon notional principal amount. As of December 31, 2007, we have no such swap agreements in place. In 2003, we entered into interest rate swaps with an aggregate notional principal amount of $100.0 million. These swaps, in which we exchanged net amounts based on making payments derived from a floating-rate index and receiving payments on a fixed-rate basis, were used to hedge the 10.25 percent senior secured notes due 2009. In 2005, we terminated these swaps at a net cost of $2.7 million and redeemed the underlying debt.

Concentration of Credit Risk

Financial instruments that subject us to concentration of credit risk consist primarily of temporary cash investments, trade receivables and derivative contracts. Our policy is to place temporary cash investments with major, highly creditworthy financial institutions. Counterparties to derivative contracts are also limited to major financial institutions and organized exchanges. We limit the dollar amount of contracts entered into with any one financial institution and monitor counterparties’ credit ratings. While we may be exposed to credit losses due to the nonperformance of counterparties, we consider this risk remote.

Financial guarantees and letter-of-credit commitments

We enter into various financial instruments with off-balance-sheet risk as part of the normal course of business. These off-balance sheet instruments include financial guarantees and contractual commitments to extend financial guarantees under letters of credit, and other assistance to customers (Notes 1 and 18). Decisions to extend financial guarantees to customers, and the amount of collateral required under these guarantees is based on our evaluation of creditworthiness on a case-by-case basis.

NOTE 18 COMMITMENTS, GUARANTEES AND CONTINGENT LIABILITIES

We lease office space, plants and facilities, and various types of manufacturing, data processing and transportation equipment. Leases of real estate generally provide for our payment of property taxes, insurance and repairs. Capital leases are not significant. Rent expense under operating leases amounted to $15.1 million, $14.3 million and $13.8 million in 2007, 2006 and 2005, respectively. Rent expense is net of credits (received for the use of leased transportation assets) of $23.6 million, $23.6 million and $21.9 million in 2007, 2006 and 2005, respectively.

Minimum future rentals under noncancelable leases are estimated to be payable as follows: $28.8 million in 2008, $27.6 million in 2009, $25.7 million in 2010, $22.3 in 2011, $20.7 in 2012 and $88.2 million thereafter. Minimum future rentals for transportation assets included above aggregated approximately $126.7 million, against which we expect to continue to receive credits to substantially defray our rental expense.

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Our minimum commitments under our take-or-pay purchase obligations associated with the sourcing of materials and energy total approximately $49.6 million. Since the majority of our minimum obligations under these contracts are over the life of the contract as opposed to a year-by-year basis, we are unable to determine the periods in which these obligations could be payable under these contracts. However, we intend to fulfill the obligations associated with these contracts through our purchases associated with the normal course of business.

The following table provides the estimated undiscounted amount of potential future payments for each major group of guarantees:

	December 31, 2007
	(in Millions)
Guarantees:
– Technologies performance guarantees	$	1.6
– Guarantees of vendor financing		29.7
– Foreign equity method investment and other debt guarantees		6.9
Total	$	38.2

Other Commitments

When FMC Technologies, Inc. was split from us in 2001, we entered into a tax sharing agreement wherein each company is obligated for those taxes associated with its respective business, generally determined as if each company filed its own consolidated, combined or unitary tax returns for any period where Technologies is included in the consolidated, combined or unitary tax return of us or our subsidiaries. The statute of limitations for the 2001 U.S. federal income tax year has now closed and no questions regarding the spin-off were raised during the IRS audit for 2000-2001, therefore any liability for taxes if the spin-off of Technologies were not tax free due to an action taken by Technologies has been favorably concluded. The tax sharing agreement continues to be in force with respect to certain items, which we do not believe would have a material effect on our financial condition or results of operations.

We guarantee the performance by Technologies of a debt instrument outstanding in the principal amount of $1.6 million as of December 31, 2007 and $2.4 million as of December 31, 2006.

We guarantee repayment of some of the borrowings of certain foreign affiliates accounted for using the equity method for investments. The other equity investors provide parallel agreements. We also guarantee the repayment of the borrowing of a minority partner in a foreign affiliate that we consolidate in our financial statements. As of December 31, 2007, these guarantees had maximum potential payments of $6.9 million compared to $8.2 million at December 31, 2006.

We provide guarantees to financial institutions on behalf of certain Agricultural Products customers, principally in Brazil, for their seasonal borrowing. The total of these guarantees was $29.7 million and $25.6 million at December 31, 2007 and December 31, 2006, respectively, and are recorded on the consolidated balance sheets for each date as guarantees of vendor financing.

Contingencies

On January 28, 2005 we and our wholly owned subsidiary Foret received a Statement of Objections from the European Commission concerning alleged violations of competition law in the hydrogen peroxide business in Europe during the period 1994 to 2001. All of the significant European hydrogen peroxide producers also received the Statement of Objections. We and Foret responded to the Statement of Objections in April 2005 and a hearing on the matter was held at the end of June 2005. On May 3, 2006, we received a notice from the European

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Commission indicating that the Commission had imposed a fine on us and Foret in the aggregate amount of €25.0 million as a result of alleged violations during the period 1997-1999. In connection with this fine, we recorded an expense of $30.0 million (reflecting then-prevailing exchange rates) in our consolidated statements of income for the year ended December 31, 2006. This expense is included as a component of restructuring and other charges. Both we and Foret have appealed the decision of the Commission. During the appeal process, interest accrues on the fine at a rate, which as of December 31, 2007, was 4.1 percent per annum. We have provided a bank letter of credit in favor of the European Commission to guarantee our payment of the fine and accrued interest. At December 31, 2007, the amount of the letter of credit was €27.1 million (U.S. $39.3 million).

We also received a subpoena in 2004 for documents from a grand jury sitting in the Northern District of California, which is investigating anticompetitive conduct in the hydrogen peroxide business in the United States during the period 1994 through 2003. In connection with these two matters, in February 2005 putative class action complaints were filed against all of the U.S. hydrogen peroxide producers in various federal courts alleging violations of antitrust laws. Federal law provides that persons who have been injured by violations of federal antitrust law may recover three times their actual damage plus attorney fees. Related cases were also filed in various state courts. All of the federal court cases were consolidated in the United States District Court for the Eastern District of Pennsylvania (Philadelphia). The District Court certified the class in January 2007, which the defendants have appealed. In early summer 2007, co-defendant Degussa agreed to a settlement in the federal cases in the amount of $21 million which has received final Court approval. Two other co-defendants, Akzo Nobel and Kemira, have reached settlements in the amount of $23.4 million and $5.0 million respectively. Both settlements have received preliminary approval from the Court. The Akzo Nobel settlement has been approved by the Court, but the Kemira settlement remains subject to Court approval. Most of the state court cases have been dismissed, although some remain in California. In addition, putative class actions have been filed in provincial courts in Ontario, Quebec and British Columbia under the laws of Canada.

Another antitrust class action previously brought in Federal Court in the Eastern District of Pennsylvania alleging violations of antitrust laws involving our microcrystalline cellulose product was settled for $25.0 million, the same amount paid by our co-defendant Asahi Kasei Corporation. The Court approved this settlement in November 2006. The claims of plaintiffs who opted out of the class settlement were also settled late in 2006 for $0.7 million. The above amounts for 2006 have been reflected in “Restructuring and other charges” in our consolidated statement of income for the year ended December 31, 2006. The parties have also reached an agreement to settle a related state court case pending in California, for a total for $2.5 million, with the Company and Asahi Kasei each contributing $1.25 million. This settlement was approved by the California state court in November 2007. A third related state court case remains pending against FMC in Tennessee, although the parties have reached a tentative agreement to settle the case for $0.5 million, which will be subject to Tennessee state court approval. The above amounts for 2007 have been reflected in “Restructuring and other charges” in our consolidated statement of income for the year ended December 31, 2007.

We have certain other contingent liabilities arising from litigation, claims, performance guarantees and other commitments incident to the ordinary course of business. Based on information currently available and established reserves the ultimate resolution of our known contingencies, including the matters described in this Note 18, is not expected to have a material adverse effect on our consolidated financial position or liquidity. However, there can be no assurance that the outcome of these contingencies will be favorable, and adverse results in certain of these contingencies could have a material adverse effect on our consolidated financial position, results of operations or liquidity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 19 BUSINESS SEGMENT AND GEOGRAPHIC DATA

	Year Ended December 31,
	2007			2006			2005
	(in Millions)
Revenue
Agricultural Products	$	889.7		$	765.9		$	720.3
Specialty Chemicals		659.5			592.8			558.5
Industrial Chemicals		1,087.1			990.9			870.4
Eliminations		(3.4	)		(3.7	)		(3.2	)
Total	$	2,632.9		$	2,345.9		$	2,146.0
Income from continuing operations before income taxes
Agricultural Products		207.0			149.9			120.6
Specialty Chemicals		142.7			118.8			108.1
Industrial Chemicals		92.5			96.7			83.9
Eliminations		—			(0.1	)		0.4
Segment operating profit (1)		442.2			365.3			313.0
Corporate		(52.3	)		(46.2	)		(45.1	)
Other income and (expense), net		(12.0	)		3.0			13.9
Operating profit before the items listed below		377.9			322.1			281.8
In-process research and development (2)		(2.0	)		(2.0	)		—
Restructuring and other income/(charges), net (3)		(155.0	)		(74.8	)		(39.8	)
Interest expense, net		(34.9	)		(32.9	)		(58.1	)
Loss on extinguishment of debt (4)		(0.3	)		—			(60.5	)
Investment gains (5)		—			—			67.0
Affiliate interest expense (6)		—			—			(1.3	)
Income from continuing operations before income taxes and cumulative effect of change in accounting principle	$	185.7		$	212.4		$	189.1

Business segment results are presented net of minority interests, reflecting only FMC’s share of earnings. The corporate line primarily includes staff expenses, while other income and expense, net consists of all other corporate items, including LIFO inventory adjustments and pension income or expense.

(1) Results for all segments are net of minority interests in 2007, 2006 and 2005 of $11.0 million, $ 7.8 million and $7.5 million, respectively, the majority of which pertain to Industrial Chemicals.

(2) See Note 6.

(3) See Note 7 for details of restructuring and other charges. In addition to the line item “Restructuring and other charges” as presented in the consolidated statements of income this line item in the above reconciliation includes the following:

• Amounts shown for 2007 reflect a gain of $0.4 million representing the difference between the carrying value of our remaining investment in the Astaris joint venture and cash received from the joint venture. This gain is included in “Equity in (earnings) loss of affiliates” in the consolidated statement of income for the year ended December 31, 2007. In 2005, Astaris sold substantially all of the assets of its businesses and the buyers also assumed certain of the liabilities of Astaris as well.

98

FMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• The amounts shown for 2007 also reflect minority interest of $1.4 million associated with our decision to abandon a co-generation facility at Foret during the second quarter of 2007. This amount is shown in “Minority interest” on the consolidated statements of income for the year ended December 31, 2007.

• Additionally the amounts shown for 2007 reflect a $6.1 million benefit related to a correction of LIFO inventory reserves related to prior periods. See Note 1 to our consolidated financial statements in this Form 10-K for more detail. This adjustment has been recorded as a component of “Cost of sales and services” in the consolidated statements of operations for the year ended December 31, 2007.

• The amount in 2005 includes our share of charges recorded by Astaris, which are included in “equity in (earnings) loss of affiliates” in our consolidated statements of income and were $0.6 million-gain, before tax, for the year ended December 31, 2005. (See Notes 5 and 7). Income for the year ended December 31, 2005 represents adjustments to liabilities related to restructuring and other charges recorded by Astaris prior to the sale of substantially all of its assets This item related to our Industrial Chemicals segment.

Amounts in 2007 related to Industrial Chemicals ($41.5 million), Agricultural Products ($106.3 million), Specialty Chemicals ($3.1 million) and Corporate ($4.1 million).

Amounts in 2006 related to Industrial Chemicals ($31.9 million), Agricultural Products ($11.4 million), Specialty Chemicals ($26.3 million) and Corporate ($5.2 million).

Amounts in 2005 related to Industrial Chemicals ($13.0 million), Agricultural Products ($7.9 million), Specialty Chemicals ($18.7 million) and Corporate ($0.2 million).

(4) See Note 11.

(5) Amount represents gains related to our Astaris investment and gain on sale of one of our equity method investments. Our gain recorded in connection with Astaris’s sale of substantially all of its assets is included within “equity in (earnings) loss of affiliates” in the consolidated statements of income.

(6) Amount represents our share of interest expense of Astaris recorded by Astaris prior to the sale of substantially all of its assets. The equity in (earnings) loss of Astaris, is included in Industrial Chemicals.

99

FMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	December 31,
	2007			2006			2005
	(in Millions)
Operating capital employed (1)
Agricultural Products	$	486.4		$	504.5		$	511.1
Specialty Chemicals		699.8			633.2			600.4
Industrial Chemicals		552.7			545.9			527.1
Elimination		(0.3	)		(0.3	)		(0.2	)
Total operating capital employed		1,738.6			1,683.3			1,638.4
Segment liabilities included in total operating capital employed		584.5			548.3			522.0
Corporate items		410.3			509.1			584.9
Total assets	$	2,733.4		$	2,740.7		$	2,745.3
Segment assets (2)
Agricultural Products	$	689.9		$	703.6		$	712.0
Specialty Chemicals		774.9			699.6			672.4
Industrial Chemicals		858.6			828.7			776.2
Elimination		(0.3	)		(0.3	)		(0.2	)
Total segment assets		2,323.1			2,231.6			2,160.4
Corporate items		410.3			509.1			584.9
Total assets	$	2,733.4		$	2,740.7		$	2,745.3

(1) We view operating capital employed, which consists of assets, net of liabilities, reported by our operations and excluding corporate items such as cash equivalents, debt, pension liabilities, income taxes and LIFO reserves, as our primary measure of segment capital.

(2) Segment assets are assets recorded and reported by the segments and are equal to segment operating capital employed plus segment liabilities. See Note 1.

	Year Ended December 31,
	Capital Expenditures						Depreciation and Amortization						Research and Development Expense
	2007		2006		2005		2007		2006		2005		2007		2006		2005
	(in Millions)
Agricultural Products	$	11.2	$	14.5	$	13.5	$	27.2	$	31.4	$	32.6	$	69.7	$	74.1	$	72.4
Specialty Chemicals		33.5		30.8		29.6		32.0		31.3		32.1		17.0		15.0		15.1
Industrial Chemicals		65.1		63.0		42.8		69.0		64.5		66.8		7.9		7.8		6.9
Corporate		5.6		7.3		7.6		5.5		4.6		4.8		—		—		—
Total	$	115.4	$	115.6	$	93.5	$	133.7	$	131.8	$	136.3	$	94.6	$	96.9	$	94.4

100

FMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Geographic Segment Information

	Year Ended December 31,
	2007		2006		2005
	(in Millions)
Revenue (by location of customer):
North America (1)	$	962.1	$	959.0	$	856.9
Europe/Middle East/Africa		750.8		652.8		619.3
Latin America (1)		573.9		457.3		393.6
Asia Pacific		346.1		276.8		276.2
Total	$	2,632.9	$	2,345.9	$	2,146.0

(1) In 2007, countries with sales in excess of 10 percent of consolidated revenue consisted of the U.S. and Brazil. Sales for the U.S. and Brazil totaled $896.7 million and $365.3 million respectively for the year ending December 31, 2007. For the years ending December 31, 2006 and 2005 U.S. sales totaled $907.1million and $813.9 million and Brazil sales totaled $280.8 million and $243.5 million respectively.

	December 31,
	2007		2006
	(in Millions)
Long-lived assets (1):
North America (2)	$	710.6	$	797.0
Europe/Middle East/Africa (2)		486.3		477.1
Latin America		41.8		36.0
Asia Pacific		41.6		26.3
Total	$	1,280.3	$	1,336.4

(1) Geographic segment long-lived assets exclude long-term deferred income taxes on the consolidated balance sheets.

(2) The countries with long-lived assets in excess of 10 percent of consolidated long-lived assets are the U.S., Norway and Spain. Long-lived assets in the U.S., Norway and Spain totaled $683.3 million, $220.7 million, and $129.5 million for year ended December 31, 2007, respectively. For the year ended December 31, 2006, U.S., Norway and Spain long-lived assets totaled $776.1 million, $199.6 million and $145.4 million respectively.

101

FMC CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 20 QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	2007												2006
	1Q			2Q			3Q			4Q			1Q			2Q		3Q			4Q
	(in Millions, Except Share and Per Share Data)
Revenue	$	674.1		$	657.9		$	626.6		$	674.3		$	594.1		$	592.3	$	572.2		$	587.3
Gross Profit		210.8			210.0			186.4			195.6			193.7			184.4		159.6			171.7
Income from continuing operations before equity in (earnings) loss of affiliates, minority interests, investment gains, net interest expense, loss on extinguishment of debt and income taxes		84.9			15.7			68.1			59.3			73.1			53.6		63.7			60.4
Income from continuing operations (1)		55.1			14.3			41.4			45.9			38.3			35.3		38.6			31.9
Discontinued operations, net of income taxes		(9.3	)		(5.7	)		(4.3	)		(5.0	)		(0.6	)		11.0		(3.5	)		(19.7	)
Net income	$	45.8		$	8.6		$	37.1		$	40.9		$	37.7		$	46.3	$	35.1		$	12.2
Basic net income per common share (2)	$	0.60		$	0.11		$	0.49		$	0.55		$	0.49		$	0.60	$	0.46		$	0.16
Diluted net income per common share (2)	$	0.59		$	0.11		$	0.48		$	0.53		$	0.48		$	0.58	$	0.44		$	0.16
Weighted average shares outstanding:
Basic		75.9			75.7			75.2			74.8			76.7			77.3		76.7			75.9
Diluted		78.2			77.8			77.3			77.1			79.3			79.8		79.0			78.3

1. In the fourth quarter of 2007, our results were unfavorably impacted by $22.9 million ($14.4 million after-tax) of restructuring and other charges. In the fourth quarter of 2006, our results were unfavorably impacted by $7.2 million ($4.7 million after-tax) of restructuring and other charges (See Note 7).

2. The sum of quarterly earnings per common share may differ from the full-year amount due to changes in the number of shares outstanding during the year.

102

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

FMC Corporation:

We have audited the accompanying consolidated balance sheets of FMC Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2007. In connection with our audits of the consolidated financial statements, we also have audited the related financial statement schedule. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FMC Corporation and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in notes 3 and 10 to the consolidated financial statements, the Company adopted Financial Accounting Standards Board Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109, on January 1, 2007. As discussed in note 13 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, on December 31, 2006. As discussed in notes 1 and 14 to the consolidated financial statements, the Company adopted SFAS No. 123(R), Share-Based Payment, and related interpretations as of January 1, 2006. As discussed in note 2 to the consolidated financial statements, the Company adopted FIN No. 47, Accounting for Conditional Asset Retirement Obligations, on December 31, 2005.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), FMC Corporation’s internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2008, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 25, 2008

103

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). FMC’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those written policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of FMC;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles;

• provide reasonable assurance that receipts and expenditures of FMC are being made only in accordance with authorization of management and directors of FMC; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. We based this assessment on criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. We reviewed the results of our assessment with the Audit Committee of our Board of Directors.

Based on this assessment, we determined that, as of December 31, 2007, FMC has effective internal control over financial reporting.

KPMG LLP, has issued an audit report on the effectiveness of internal control over financial reporting which appears on page 105.

104

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

FMC Corporation:

We have audited FMC Corporation’s internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). FMC Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying report titled “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, FMC Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of FMC Corporation as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2007, and our report dated February 25, 2008, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 25, 2008

105

FMC CORPORATION

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

FOR YEARS ENDED DECEMBER 31, 2007, 2006 and 2005

Description	Balance, Beginning of Year		Provision			Write- offs (1)			Balance, End of Year
	(in Millions)
December 31, 2007
Reserve for doubtful accounts	$	13.5	$	4.9		$	(0.4	)	$	18.0
Deferred tax valuation allowance	$	81.5	$	(16.4	)	$	—		$	65.1
December 31, 2006
Reserve for doubtful accounts	$	11.0	$	3.6		$	(1.1	)	$	13.5
Deferred tax valuation allowance	$	72.6	$	8.9		$	—		$	81.5
December 31, 2005
Reserve for doubtful accounts	$	10.8	$	5.9		$	(5.7	)	$	11.0
Deferred tax valuation allowance	$	55.0	$	17.6		$	—		$	72.6

(1) Write-offs are net of recoveries.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The company evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2007. The company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on this evaluation, the company’s Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective.

Management’s annual report on internal control over financial reporting. Refer to Management’s Report on Internal Control Over Financial Reporting on page 104

Audit report of the independent registered public accounting firm. Refer to Report of Independent Registered Pubic Accounting Firm on page 105

(b) Change in Internal Controls. There have been no changes in internal controls over financial reporting that occurred during the quarter ended December 31, 2007 that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On February 21, 2008, we entered into Amendment No. 1 to the Domestic Credit Agreement among us, certain of our subsidiaries, each lender and issuing banks party thereto from time to time and Citibank, N.A. as administrative agent for the lenders thereunder. The Amendment amends the Domestic Credit Agreement by correcting minor technical flaws and conforming certain definitions to the European Credit Agreement described below.

On February 21, 2008, our Dutch finance subsidiary entered into an Amended and Restated Credit Agreement with the lenders party thereto and Citibank International PLC, as agent for the lenders, to conform representations, warranties and covenants in the European Credit Agreement to those contained in the Domestic Credit Agreement.

106

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning directors, appearing under the caption “III. Board of Directors” in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders scheduled to be held on April 22, 2008 (the “Proxy Statement”), information concerning executive officers, appearing under the caption “Item 4A. Executive Officers of the Registrant” in Part I of this Form 10-K, information concerning the Audit Committee, appearing under the caption “IV. Information About the Board of Directors and Corporate Governance-Committees and Independence of Directors-Audit Committee” and “—Corporate Governance-Code of Ethics and Business Conduct Policy” in the Proxy Statement, and information about compliance with Section 16(a) of the Securities Exchange Act of 1934 appearing under the caption “VII. Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement, is incorporated herein by reference in response to this Item 10.

ITEM 11. EXECUTIVE COMPENSATION

The information contained in the Proxy Statement in the section titled “VI. Executive Compensation” with respect to executive compensation, in the section titled “IV. Information About the Board of Directors and Corporate Governance—Board of Directors Compensation” and “—Corporate Governance—Committee Interlocks and Insider Participation” is incorporated herein by reference in response to this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information contained in the section titled “V. Security Ownership of FMC Corporation” in the Proxy Statement, with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference in response to this Item 12.

Equity Compensation Plan Information

The table below sets forth information with respect to compensation plans under which equity securities of FMC are authorized for issuance as of December 31, 2007. All of the equity compensation plans pursuant to which we are currently granting equity awards have been approved by stockholders.

Plan Category	Number of Securities to be issued upon exercise		Weighted-average exercise price (1)		Securities available for future issuance under equity compensation plans
Equity Compensation Plans approved by stockholders	3,637,746	(2)	$	17.49	4,841,702
Equity Compensation Plans not approved by stockholders	79,276	(3)	$	1.10	—

(1) Taking into account all outstanding stock options included in this table, the weighted-average exercise price of such stock options is $17.14, and the weighted-average term-to-expiration is 4.7 years.

(2) Includes 3,073,172 stock options and 454,217 restricted stock awards granted to employees and 110,357 Restricted Stock Units (RSUs) held by directors.

(3) Includes 4,576 stock options and 74,700 RSUs held by directors. For a number of years prior to 2003, a portion of the annual compensation for members of the Board of Directors was paid in the form of RSUs settled in treasury shares upon retirement or other termination of service on the Board. Since 2003, all RSUs issued to directors have been made under the FMC Corporation Incentive Compensation and Stock Plan, which was approved by stockholders in 2001. No stock options under any plan have been granted to directors since 1999.

107

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information contained in the Proxy Statement concerning our independent directors under the caption “IV. Information About the Board of Directors and Corporate Governance—Committees and Independence of Directors,” and the information contained in the Proxy Statement concerning our related party transactions policy, appearing under the caption “IV. Information About the Board of Directors and Corporate Governance—Corporate Governance—Related Party Transactions Policy,” is incorporated herein by reference in response to this Item 13.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information contained in the Proxy Statement in the section titled “II. The Proposals to be Voted On—Ratification of Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference in response to this Item 14.

108

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Document filed with this Report

1. Consolidated financial statements of FMC Corporation and its subsidiaries are incorporated under Item 8 of this Form 10-K.

2. The following supplementary financial information is filed in this Form 10-K:

	Page
Financial Statements Schedule II – Valuation and qualifying accounts and reserves for the years 2007, 2006 and 2005	106

The schedules not included herein are omitted because they are not applicable or the required information is presented in the financial statements or related notes.

3. Exhibits: See attached Index of Exhibits

(b) Exhibits

Exhibit No.	Exhibit Description
*3.1	Restated Certificate of Incorporation, as filed on June 23, 1998 (Exhibit 4.1 to FMC Corporation’s Form S-3 filed on July 21, 1998)
*3.2	Restated By-Laws of FMC Corporation as of August 17, 2007 (Exhibit 3.2 to FMC Corporation’s Current Report on Form 8-K filed on August 17, 2007)
*4.1	Amended and Restated Rights Agreement, dated as of February 19, 1988, between FMC Corporation and Harris Trust and Savings Bank (Exhibit 4 to FMC Corporation’s Registration Statement on Form SE (File No. 1-02376) filed on March 25, 1993)
*4.1.a	Amendment to Amended and Restated Rights Agreement, dated February 9, 1996 (Exhibit 1 to FMC Corporation’s Current Report on Form 8-K filed on February 9, 1996)
*4.2	Succession Agreement, dated as of August 6, 2002, among FMC Corporation, BNY Midwest Trust Company as Trustee, and Wachovia Bank, National Association as Successor Trustee (Exhibit 10.1 to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 14, 2002)
4(iii)(A)	FMC Corporation undertakes to furnish to the Commission upon request, a copy of any instrument defining the rights of holders of long-term debt of FMC Corporation and its consolidated subsidiaries and for any of its unconsolidated subsidiaries for which financial statements are required to be filed.
*10.1a	Credit Agreement, dated as of August 28, 2007, among FMC Corporation and certain Foreign Subsidiaries, the Lenders and Issuing Bank Named Therein, Citibank, N.A., as Administrative Agent, Wachovia Bank, National Association, as Documentation Agent, Citigroup Global Markets, Inc., Banc of America Securities LLC and Wachovia Securities, Inc., as Joint Lead Arrangers and Co-Book Managers and Bank of America, N.A., as Syndication Agent (Exhibit 3.2 to FMC Corporation’s Current Report on Form 8-K filed on August 29, 2007)
10.1b	Amendment No. 1, dated as of February 21, 2008, to Credit Agreement, dated as of August 28, 2007, among FMC Corporation and certain Foreign Subsidiaries, the Lenders and Issuing Bank Named Therein, Citibank, N.A., as Administrative Agent, Citigroup Global Markets, Inc., Banc of America Securities, LLC and Wachovia Securities, Inc., as Joint Lead Arrangers and Co-Book Managers and Bank of America, N.A., as Syndication Agent
*10.2	Asset Purchase Agreement among FMC Corporation, Solutia Inc., Astaris LLC, Israel Chemicals Limited and ICL Performance Products Holding Inc., dated as of September 1, 2005 (Exhibit 10 to FMC Corporation’s Quarterly Report on Form 10-Q/A filed on November 8, 2005)

109

Exhibit No.	Exhibit Description
*10.3a	Credit Agreement, dated as of December 16, 2005, among FMC Finance, B.V., as borrower, FMC Corporation and FMC Chemicals Netherlands B.V., as guarantors, the Lenders party thereto, Citibank International plc, as agent for the Lenders, ABN Amro Bank, N.V., Banco Bilbao Vizcaya Agentaria S.A., National City Bank and Wachovia Bank, National Association, as mandated lead arrangers, and Citigroup Global Markets Limited and Banc of America Securities LLC, as mandated lead arrangers and bookrunners (Exhibit 10-1 to FMC Corporation’s Current Report on Form 8-K filed on December 20, 2005)
10.3b	Amended and Restated Credit Agreement, dated as of February 21, 2008, among FMC Finance, B.V., as borrower, FMC Corporation and FMC Chemicals Netherlands B.V., as guarantors, the Lenders party thereto, Citibank International plc, as agent for the Lenders, ABN Amro Bank, N.V., Banco Bilbao Vizcaya Agentaria S.A., National City bank and Wachovia Bank, National Association, as mandated lead arrangers and Citigroup Global Markets Limited and Banc of America Securities, LLC, as mandated lead arrangers and bookrunners
†*10.4	FMC Corporation Compensation Plan for Non-Employee Directors As Amended and Restated Through August 17, 2007 (Exhibit 10.3 to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 6, 2007)
†*10.5	FMC Corporation Salaried Employees’ Equivalent Retirement Plan, as amended and restated effective as of May 1, 2001 (Exhibit 10.6 to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 7, 2001)
†*10.5a	First Amendment of FMC Corporation Salaried Employees’ Equivalent Retirement Plan, effective as of August 1, 2002 (Exhibit 10.12a to FMC Corporation’s Annual Report on Form 10-K filed on March 11, 2004)
†*10.6	FMC Corporation Salaried Employees’ Equivalent Retirement Plan Grantor Trust, as amended and restated effective as July 31, 2001 (Exhibit 10.6.a to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 7, 2001)
†*10.7	FMC Corporation Non-Qualified Savings and Investment Plan, as amended and restated effective as of September 28, 2001 (Exhibit 10.7 to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 7, 2001)
†*10.7.a	First Amendment of FMC Corporation Non-Qualified Savings and Investment Plan, effective as of July 1, 2003 (Exhibit 10.14a to FMC Corporation’s Annual Report on Form 10-K filed on March 11, 2004)
†*10.7.b	Second Amendment to FMC Corporation Non-Qualified Savings and Investment Plan, effective as of January 1, 2004 (Exhibit 10.11b to FMC Corporation’s Annual Report on Form 10-K filed on March 14, 2005)
†*10.8	FMC Corporation Non-Qualified Savings and Investment Plan Trust, as amended and restated effective as of September 28, 2001 (Exhibit 10.7.a to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 7, 2001)
†*10.8.a	First Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and FMC Corporation, effective as of October 1, 2003 (Exhibit 10.15a to FMC Corporation’s Annual Report on Form 10-K filed on March 11, 2004)
†*10.8.b	Second Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust, effective as of January 1, 2004 (Exhibit 10.12b to FMC Corporation’s Annual Report on Form 10-K filed on March 14, 2005)
†*10.9	FMC Corporation Incentive Compensation and Stock Plan as amended and restated through September 13, 2007 (Exhibit 10.2 to FMC Corporation’s Quarterly Report on Form 10-Q filed November 6, 2007)

110

Exhibit No.	Exhibit Description
†*10.10	FMC Corporation Executive Severance Plan, as amended and restated effective as of May 1, 2001 (Exhibit 10.10 to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 7, 2001)
†*10.11	FMC Corporation Executive Severance Grantor Trust Agreement, dated July 31, 2001 (Exhibit 10.10.a to FMC Corporation’s Quarterly Report on Form 10-Q filed on November 7, 2001)
†*10.12	Executive Severance Agreement, entered into as of October 1, 2001, by and between FMC Corporation and William G. Walter (Exhibit 10.22 to FMC Corporation’s Annual Report on Form 10-K filed on March 11, 2002)
†*10.13	Executive Severance Agreement, entered into as of December 31, 2001, by and between FMC Corporation and W. Kim Foster, with attached schedule (Exhibit 10.20 to FMC Corporation’s Annual Report on Form 10-K filed on March 11, 2004)
†*10.14	Executive Severance Agreement, entered into as of December 31, 2001, by and between FMC Corporation and Graham R. Wood, with attached schedule (Exhibit 10.24 to FMC Corporation’s Annual Report on Form 10-K filed on March 11, 2002)
*10.15	Joint Venture Agreement between FMC Corporation and Solutia Inc., made as of April 29, 1999 (Exhibit 2.I to Solutia’s Current Report on Form 8-K filed on April 27, 2000)
*10.15.a	First Amendment to Joint Venture Agreement between FMC Corporation and Solutia Inc., effective as of December 29, 1999 (Exhibit 2.II to Solutia’s Current Report on Form 8-K filed on April 27, 2000)
*10.15.b	Second Amendment to Joint Venture Agreement between FMC Corporation and Solutia Inc., effective as of February 2, 2000 (Exhibit 2.III to Solutia’s Current Report on Form 8-K filed on April 27, 2000)
*10.15.c	Third Amendment to Joint Venture Agreement between FMC Corporation and Solutia Inc., effective as of March 31, 2000 (Exhibit 2.IV to Solutia’s Current Report on Form 8-K filed on April 27, 2000)
*10.15.d	Fourth Amendment to Joint Venture Agreement between FMC Corporation and Solutia Inc., dated November 4, 2005 (Exhibit 10 to FMC Corporation’s Current Report on Form 8-K filed on November 9, 2005)
*10.16	Separation and Distribution Agreement by and between FMC Corporation and FMC Technologies, Inc., dated as of May 31, 2001 (Exhibit 2.1 to Form S-1/A for FMC Technologies, Inc. (Registration No. 333-55920) filed June 6, 2001)
*10.17	Tax Sharing Agreement by and between FMC Corporation and FMC Technologies, Inc., dated as of May 31, 2001 (Exhibit 10.1 to Form S-1/A for FMC Technologies, Inc. (Registration No. 333-55920) filed June 6, 2001)
12	Statement of Computation of Ratios of Earnings to Fixed Charges
21	FMC Corporation List of Significant Subsidiaries
23.1	Consent of KPMG LLP
**23.2	Consent of KPMG LLP as it relates to Siratsa, LLC (previously known as Astaris, LLC)
31.1	Chief Executive Officer Certification
31.2	Chief Financial Officer Certification
32.1	Chief Executive Officer Certification of Annual Report
32.2	Chief Financial Officer Certification of Annual Report

111

Exhibit No.	Exhibit Description
**99.1	Consolidated Financial Statements for Siratsa, LLC (previously known as Astaris, LLC) for the year ended December 31, 2007

* Incorporated by reference

** To be filed by amendment

† Management contract or compensatory plan or arrangement

(c) Financial Statement Schedules

Separate Financial Statements of Subsidiaries Not Consolidated.

The consolidated financial statements of Siratsa LLC (previously known as Astaris, LLC), our 50/50 joint venture with Solutia, for the three year period ended December 31, 2007 required to be included in this report pursuant to Rule 3-09 of Regulation S-X are to be filed by amendment as exhibit 99.1 no later than March 31, 2008.

112

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FMC CORPORATION

(Registrant)

By:	/s/ W. KIM FOSTER
	W. Kim Foster Senior Vice President and Chief Financial Officer

Date: February 25, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ W. KIM FOSTER         W. Kim Foster	Senior Vice President and Chief Financial Officer	February 25, 2008
/s/ GRAHAM R. WOOD         Graham R. Wood	Vice President, Controller (Principal Accounting Officer)	February 25, 2008
/s/ WILLIAM G. WALTER         William G. Walter	Chairman of the Board and Chief Executive Officer
/s/ G. PETER D’ALOIA         G. Peter D’Aloia	Director
/s/ PATRICIA A. BUFFLER         Patricia A. Buffler	Director
/s/ C. SCOTT GREER         C. Scott Greer	Director
/s/ EDWARD J. MOONEY         Edward J. Mooney	Director
/s/ PAUL J. NORRIS         Paul J. Norris	Director
/s/ WILLIAM F. REILLY         William F. Reilly	Director

113

Signature	Title	Date
/s/ ENRIQUE J. SOSA         Enrique J. Sosa	Director
/s/ VINCENT R. VOLPE         Vincent R. Volpe	Director

114

INDEX OF EXHIBITS FILED WITH FORM 10-K OF FMC CORPORATION

FOR THE YEAR ENDED DECEMBER 31, 2006

Exhibit No.	Exhibit Description
10.1b	Amendment No. 1, dated as of February 21, 2008, to Credit Agreement, dated as of August 28, 2007, among FMC Corporation and certain Foreign Subsidiaries, the Lenders and Issuing Bank Named Therein, Citibank, N.A., as Administrative Agent, Citigroup Global Markets, Inc., Banc of America Securities, LLC and Wachovia Securities, Inc., as Joint Lead Arrangers and Co-Book Managers and Bank of America, N.A., as Syndication Agent.
10.3b	Amended and Restated Credit Agreement, dated as of February 21, 2008, among FMC Finance, B.V., as borrower, FMC Corporation and FMC Chemicals Netherlands B.V., as guarantors, the Lenders party thereto, Citibank International plc, as agent for the Lenders, ABN Amro Bank, N.V., Banco Bilbao Vizcaya Agentaria S.A., National City bank and Wachovia Bank, National Association, as mandated lead arrangers and Citigroup Global Markets Limited and Banc of America Securities, LLC, as mandated lead arrangers and bookrunners.
12	Computation of Ratios of Earnings to Fixed Charges
21	FMC Corporation List of Significant Subsidiaries
23.1	Consent of KPMG LLP
31.1	Chief Executive Officer Certification
31.2	Chief Financial Officer Certification
32.1	Chief Executive Officer Certification of Annual Report
32.2	Chief Financial Officer Certification of Annual Report

115

EX-10.1B

Exhibit 10.1b

Execution Copy

AMENDMENT NO. 1

TO CREDIT AGREEMENT

This AMENDMENT NO. 1, dated as of February 21, 2008 (this “Amendment”), to and under the CREDIT AGREEMENT, dated as of August 28, 2007 (as further amended, supplemented or otherwise modified, the “Credit Agreement”), among FMC CORPORATION, a Delaware corporation (“U.S. Borrower”), the Euro Borrowers and the Swing Loan Borrowers party thereto from time to time (the Euro Borrowers and the Swing Loan Borrowers together with the U.S. Borrower, collectively, the “Borrowers”), each lender and issuing bank party thereto from time to time (collectively, the “Lenders” and individually, a “Lender”), and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders thereunder.

PRELIMINARY STATEMENTS

Capitalized terms defined in the Credit Agreement and not otherwise defined in this Amendment are used herein as therein defined.

Pursuant to Section 9.01 (Amendments, Etc.) of the Credit Agreement, the Borrowers have requested that the Administrative Agent and the Required Lenders consent to the amendments to the Credit Agreement set forth herein.

The parties hereto agree to amend the Credit Agreement on the terms and subject to the conditions set forth in this Amendment as follows:

SECTION 1. Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended as follows:

(a) Section 1.01 (Certain Defined Terms) of the Credit Agreement is hereby amended by deleting the definitions of “Consolidated Net Tangible Assets,” “Insufficiency,” “OECD,” “Receivables Funding Entity” and “Solvent” in their entirety.

(b) Section 1.01 (Certain Defined Terms) of the Credit Agreement is hereby amended by consecutively relettering each of the subsections in the definition of “Customary Permitted Liens” beginning with the first subsection being labeled as “a” and ending with the last subsection being labeled as “m.”

(c) Section 1.01 (Certain Defined Terms) of the Credit Agreement is hereby amended by inserting the following definitions in alphabetical order:

“Contaminant” means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

“Environmental Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person, whether based in contract, tort, implied or express

warranty, strict liability, criminal or civil statute and whether arising under any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental, health or safety condition or to any Release or threatened Release and resulting from the past, present or future operations of, or ownership of property by, such Person or any of its Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any property owned by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

(d) Section 6.02(a)(i) (Reporting Covenants) of the Credit Agreement is hereby amended by inserting immediately after the words “Within 45 days after the end of each Fiscal Quarter of each Fiscal Year,” the following: “other than the fourth Fiscal Quarter of such Fiscal Year,”.

(e) Section 6.04(b) (Negative Covenants) of the Credit Agreement is hereby amended by (A) deleting “, or” at the end of clause (iii) thereof and (B) deleting clause (iv) thereof in its entirety.

SECTION 2. Conditions to Effectiveness. This Amendment shall become effective on the date when each of the following conditions precedent have first been satisfied (the “Effective Date”):

(a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers and the Required Lenders or, as to any of the Lenders, evidence satisfactory to the Administrative Agent that such Lender has executed this Amendment;

(b) all fees and expenses payable in connection with this Amendment or otherwise required to be paid pursuant to the Credit Agreement shall have been paid in full; and

(c) the representations and warranties set forth in Section 5 hereof shall be true and correct as of the date hereof.

Furthermore this Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

SECTION 3. Construction with the Loan Documents.

(a) On and after this Amendment becoming effective in accordance with Section 2, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or

2

words of like import, and each reference in the other Loan Documents to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. The table of contents, signature pages and list of Exhibits and Schedules of the Credit Agreement shall be deemed modified to reflect the changes made by this Amendment.

(b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed, including the respective guarantees granted pursuant to the respective Loan Documents.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Arrangers or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d) This Amendment is a Loan Document.

SECTION 4. Governing Law. This Amendment is governed by, and shall be construed in accordance with, the law of the State of New York.

SECTION 5. Representations And Warranties. Each of the Borrowers hereby represents and warrants that each of the representations and warranties made by it in the Credit Agreement, as amended hereby, and the other Loan Documents to which it respectively is a party or by which it is bound, shall be true and correct in all material respects on and as of the date hereof (other than representations and warranties in any such Loan Document which expressly speak as of a specific date, which shall have been true and correct in all material respects as of such specific date) and no Default or Event of Default has occurred and is continuing as of the date hereof.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

[SIGNATURE PAGES FOLLOW]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

The U.S. Borrower
FMC CORPORATION
By:	/s/ Thomas C. Deas, Jr.
Name:	Thomas C. Deas, Jr.
Title:	Vice President and Treasurer
The Euro Borrowers
FMC FINANCE B.V.
By:	/s/ Thomas C. Deas, Jr.
Name:	Thomas C. Deas, Jr.
Title:	Authorized Signatory, as Attorney-in-Fact
FMC FORET S.A.
By:	/s/ Thomas C. Deas, Jr.
Name:	Thomas C. Deas, Jr.
Title:	Authorized Signatory, as Attorney-in-Fact
FMC CHEMICALS NETHERLANDS BV
By:	/s/ Thomas C. Deas, Jr.
Name:	Thomas C. Deas, Jr.
Title:	Authorized Signatory, as Attorney-in-Fact

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

The Administrative Agent
CITIBANK, N.A.
By:	/s/ Daniel Gouger
Name:	Daniel Gouger
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

CITIBANK, N.A.
as Lender
By:	/s/ Daniel Gouger
Name:	Daniel Gouger
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

ABN AMRO BANK NV
as Lender
By:	/s/ Patricia Christy
Name:	Patricia Christy
Title:	Director
By:	/s/ Michele Costello
Name:	Michele Costello
Title:	Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ David A. Mandell
Name:	David A. Mandell
Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

PNC Bank, National Association
as Lender
By:	/s/ Meredith Jermann
Name:	Meredith Jermann
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

SUMITOMO MITSUI BANKING CORPORATION
as Lender
By:	/s/ David A. Buck
Name:	David A. Buck
Title:	Senior Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

WACHOVIA BANK, N.A.
as Lender
By:	/s/ Barbara Van Meerten
Name:	Barbara Van Meerten
Title:	Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

[Bank of China, New York Branch]
as Lender
By:	/s/ William Warren Smith
Name:	William Warren Smith
Title:	Chief Lending Officer

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Bank of America N.A., as Lender
By:	/s/ Edwin B. Cox, Jr.
Name:	Edwin B. Cox, Jr.
Title:	Senior Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

DnB NOR Bank ASA
as Lender
By:	/s/ Philip F. Kurpiewski
Name:	Philip F. Kurpiewski
Title:	Senior Vice President
By:	/s/ Thomas Tangen
Name:	Thomas Tangen
Title:	First Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Bank of Tokyo-Mitsubishi UFJ Trust Company,
as Lender
By:	/s/ Maria Ferradas
Name:	Maria Ferradas
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Fortis Capital Corp.,
as Lender
By:	/s/ John W. Deegan
Name:	John W. Deegan
Title:	Director & Group Head
By:	/s/ John Spillane
Name:	John Spillane
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Bayerische Landesbank, New York Branch
as Lender
By:	/s/ Matthew DeCarlo
Name:	Matthew DeCarlo
Title:	Vice President
By:	/s/ Nikolai von Mengden
Name:	Nikolai von Mengden
Title:	Senior Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

NATIONAL CITY BANK
as Lender
By:	/s/ Donna J. Emhart
Name:	Donna J. Emhart
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

US Bank, N.A.
as Lender
By:	/s/ Frances W. Josephic
Name:	Frances W. Josephic
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

THE BANK OF NEW YORK
as Lender
By:	/s/ William M. Feathers
Name:	William M. Feathers
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

CoBank, ACB
as Lender
By:	/s/ Alan V. Schuler
Name:	Alan V. Schuler
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Banco Bilbao Vizcaya Argentaria S.A.
as Lender
By:	/s/ Miguel Lara
Name:	Miguel Lara
Title:	Managing Director
By:	/s/ AM Sarfati
Name:	AM Sarfati
Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Societe Generale
as Lender
By:	/s/ Milissa A. Goeden
Name:	Milissa A. Goeden
Title:	Director

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

EX-10.3B

Exhibit 10.3b

Execution Copy

€220,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 21, 2008

among

FMC FINANCE B.V.

as Borrower

FMC CORPORATION

as Company

FMC CHEMICALS NETHERLANDS B.V.

as European Parent

and

THE LENDERS PARTY HERETO

and

CITIBANK INTERNATIONAL PLC

as Administrative Agent

and

ABN AMRO BANK N.V.

BANCO BILBAO VIZCAYA AGENTARIA S.A.

NATIONAL CITY BANK

WACHOVIA BANK, NATIONAL ASSOCIATION

as Mandated Lead Arrangers

and

CITIGROUP GLOBAL MARKETS LIMITED

BANC OF AMERICA SECURITIES LLC

as Mandated Lead Arrangers and Bookrunners

WEIL, GOTSHAL & MANGES LLP

767 FIFTH AVENUE

NEW YORK, NEW YORK 10153-0119

TABLE OF CONTENTS

Article I Definitions, Interpretation And Accounting Terms		1
Section 1.1	Defined Terms	1
Section 1.2	Computation of Time Periods	19
Section 1.3	Accounting Terms and Principles	19
Section 1.4	Certain Terms	19
Article II The Facility		20
Section 2.1	The Commitments	20
Section 2.2	Borrowing Procedures	21
Section 2.3	Reduction and Termination of the Commitments	22
Section 2.4	Repayment of Loans	22
Section 2.5	Evidence of Debt	22
Section 2.6	Optional Prepayments	22
Section 2.7	Mandatory Prepayments	23
Section 2.8	Interest	23
Section 2.9	Continuation Option	23
Section 2.10	Fees	24
Section 2.11	Payments and Computations	24
Section 2.12	Special Provisions Governing Eurocurrency Rate Loans	26
Section 2.13	Capital Adequacy	28
Section 2.14	Taxes	29
Section 2.15	Substitution of Lenders	30
Article III Conditions to Loans		31
Section 3.1	Conditions Precedent to the Effectiveness of this Agreement	31
Section 3.2	Conditions Precedent to Each Loan	33
Section 3.3	Determinations of Initial Borrowing Conditions	34
Article IV Representations and Warranties		34
Section 4.1	Corporate Existence; Compliance with Law	34
Section 4.2	Corporate Power; Authorization; Enforceable Obligations	34
Section 4.3	Financial Statements	35
Section 4.4	Material Adverse Change	35
Section 4.5	Litigation	35
Section 4.6	Taxes	36
Section 4.7	Full Disclosure	36

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(CONTINUED)

		Page
Section 4.8	Investment Company Act; Public Utility Holding Company Act	36
Section 4.9	ERISA	36
Section 4.10	Environmental Matters	36
Section 4.11	Ownership of Properties; Liens	37
Section 4.12	OFAC	37
Section 4.13	Professional Market Party Representation of the Borrower	37
Section 4.14	Dutch Tax Acts	37
Article V Financial Covenants		38
Section 5.1	Maximum Leverage Ratio	38
Section 5.2	Minimum Interest Coverage Ratio	38
Article VI Reporting Covenants		38
Section 6.1	Financial Statements	38
Section 6.2	Default Notices	39
Section 6.3	Litigation	39
Section 6.4	SEC Filings; Press Releases	39
Section 6.5	ERISA Matters	40
Section 6.6	Other Information	40
Article VII Affirmative Covenants		40
Section 7.1	Preservation of Corporate Existence, Etc	40
Section 7.2	Compliance with Laws, Etc	40
Section 7.3	Conduct of Business	41
Section 7.4	Payment of Taxes, Etc	41
Section 7.5	Maintenance of Insurance	41
Section 7.6	Access	41
Section 7.7	Keeping of Books	41
Section 7.8	Maintenance of Properties, Etc	41
Section 7.9	Application of Proceeds	42
Section 7.10	Environmental	42
Article VIII Negative Covenants		42
Section 8.1	Liens, Etc	42
Section 8.2	Restriction on Fundamental Changes	43

ii

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(CONTINUED)

		Page
Section 8.3	Change in Nature of Business	43
Section 8.4	Modification of Constituent Documents	44
Section 8.5	Accounting Changes; Fiscal Year	44
Section 8.6	Margin Regulations	44
Section 8.7	No Speculative Transactions	44
Section 8.8	Compliance with ERISA	44
Article IX Events of Default		44
Section 9.1	Events of Default	44
Section 9.2	Remedies	46
Section 9.3	Rescission	46
Article X Guaranty		47
Section 10.1	Guaranty	47
Section 10.2	Authorization; Other Agreements	47
Section 10.3	Guaranty Absolute and Unconditional	48
Section 10.4	Waivers	49
Section 10.5	Reliance	50
Section 10.6	Waiver of Subrogation and Contribution Rights	50
Section 10.7	Subordination	50
Section 10.8	Default; Remedies	51
Section 10.9	Irrevocability	51
Section 10.10	Setoff	51
Section 10.11	No Marshaling	51
Section 10.12	Enforcement; Amendments; Waivers	51
Article XI The Administrative Agent		52
Section 11.1	Authorization and Action	52
Section 11.2	Administrative Agent’s Reliance, Etc	52
Section 11.3	Posting of Approved Electronic Communications	53
Section 11.4	The Administrative Agent Individually	54
Section 11.5	Lender Credit Decision	54
Section 11.6	Indemnification	54
Section 11.7	Successor Administrative Agent	55

iii

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(CONTINUED)

		Page
Section 11.8	Other Agent Responsibilities	55
Article XII Miscellaneous		55
Section 12.1	Amendments, Waivers, Etc	55
Section 12.2	Assignments and Participations	57
Section 12.3	Costs and Expenses	61
Section 12.4	Indemnities	62
Section 12.5	Limitation of Liability	63
Section 12.6	Right of Set-off	64
Section 12.7	Sharing of Payments, Etc	64
Section 12.8	Notices, Etc	65
Section 12.9	No Waiver; Remedies	66
Section 12.10	Binding Effect	67
Section 12.11	Governing Law	67
Section 12.12	Submission to Jurisdiction; Service of Process	67
Section 12.13	Waiver of Jury Trial	68
Section 12.14	Marshaling; Payments Set Aside	69
Section 12.15	Section Titles	69
Section 12.16	Execution in Counterparts	69
Section 12.17	Entire Agreement	69
Section 12.18	Confidentiality	69
Section 12.19	USA PATRIOT Act	70

iv

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(CONTINUED)

SCHEDULES
Schedule I	—	Commitments
Schedule II	—	Lending Offices and Addresses for Notices
Schedule III	—	Material Subsidiaries
Schedule 4.2	—	Consents
Schedule 4.5	—	Litigation
Schedule 4.10	—	Environmental Matters
Schedule 8.1	—	Existing Liens
EXHIBITS
Exhibit A	—	Form of Assignment and Acceptance
Exhibit B	—	Form of Note
Exhibit C	—	Form of Notice of Borrowing
Exhibit D	—	Form of Notice of Continuation
Exhibit E	—	Form of Opinion of U.S. Counsel for the Loan Parties

v

This AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 21, 2008, among FMC FINANCE B.V., a company organized and existing under the laws of The Netherlands (“Borrower”), FMC CORPORATION, a Delaware corporation (“Company”), FMC CHEMICALS NETHERLANDS B.V., a company organized and existing under the laws of The Netherlands (“European Parent”), the Lenders (as defined below), CITIBANK INTERNATIONAL PLC (“CIP”), as agent for the Lenders (in such capacity, the “Administrative Agent”), ABN AMRO BANK N.V., BANCO BILBAO VIZCAYA AGENTARIA S.A., NATIONAL CITY BANK, WACHOVIA BANK, NATIONAL ASSOCIATION, as mandated lead arrangers, and CITIGROUP GLOBAL MARKETS LIMITED (“CGML”) and BANC OF AMERICA SECURITIES LLC (“BAS”), as mandated lead arrangers and bookrunners, amends and restates in its entirety the Existing Credit Agreement (as defined below).

WITNESSETH:

WHEREAS, the Borrower, the Company, the European Parent, the Lenders from time to time party thereto and the Administrative Agent are parties to the Credit Agreement, dated as of December 16, 2005 (as amended, modified, or supplemented prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, the Borrower, the Lenders and other parties hereto have agreed to amend and restate the Existing Credit Agreement on the terms set forth herein; and

WHEREAS, it is the intent of the parties hereto that (x) this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any of such obligations and liabilities, (y) this Agreement amend and restate in its entirety the Existing Credit Agreement and (z) from and after the Effective Date (as defined below), the Existing Credit Agreement be of no further force or effect except as to evidence the existence of the “Obligations” under and as defined thereunder, the representations and warranties made, and the actions or omissions performed or required to be performed thereunder, in each case prior to the Effective Date.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Administrative Agent” has the meaning specified in the preamble to this Agreement.

“Affected Lender” has the meaning specified in Section 2.15 (Substitution of Lenders).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with such Person, each officer, director, general partner or joint-venturer of such Person, and each Person that is the beneficial owner of 5% or more of any class of Voting Stock of such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

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“Agent Affiliate” has the meaning specified in Section 11.3(c) (Posting of Approved Electronic Communications).

“Agreement” means the Existing Credit Agreement, as amended and restated by this Amended and Restated Credit Agreement.

“Applicable Margin” means, at any time, a per annum rate equal to the rate set forth below opposite the then applicable Rating set forth below:

RATING	EUROCURRENCY RATE REVOLVING LOANS
BBB+ or Baa1 or higher (Level 1)	0.30	%
BBB or Baa2 (Level 2)	0.35	%
BBB- or Baa3 (Level 3)	0.40	%
BB+ and Ba1 (Level 4)	0.60	%
Ratings below Level 4 or no Rating	0.90	%

In the event the Facility receives, at any time, (a) Ratings that are one ratings grade apart, for purposes of determining a rating level defined by an “or”, the applicable rating to determine the rates or margins above shall be the higher of such Ratings, or (b) Ratings that are greater than two ratings grades apart, the applicable Rating to determine the rates or margins above shall be the Rating that is one grade higher than the lowest Rating of the Ratings obtained for that period of determination. Changes in the Applicable Margin resulting from a change in the Rating shall become effective on the date of the publication by S&P and/or Moody’s of the new Rating from time to time.

“Applicable Unused Commitment Fee Rate” means, at any time, a per annum rate equal to the rate set forth below opposite the then applicable Rating set forth below:

RATING	APPLICABLE UNUSED COMMITMENT FEE RATE
BBB+ or Baa1 (Level 1) or higher	0.100	%
BBB or Baa2 (Level 2)	0.115	%
BBB- or Baa3 (Level 3)	0.130	%
BB+ and Ba1 (Level 4)	0.210	%
Ratings below Level 4 or no Rating	0.315	%

In the event the Facility receives, at any time, (a) Ratings that are one ratings grade apart, for purposes of determining a rating level defined by an “or”, the applicable rating to determine the rates or margins above shall be the higher of such Ratings, or (b) Ratings that are greater than two ratings grades apart, the applicable Rating to determine the rates or margins above shall be the Rating that is one grade higher than the lowest Rating of the Ratings obtained for that period of determination. Changes in the Applicable Unused Commitment Fee Rate resulting from a change in the Rating shall become effective on the date of the publication by S&P and/or Moody’s of the new Rating from time to time.

“Approved Electronic Communications” means each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including (a) any other written Contractual Obligation delivered or required to be delivered in respect of any Loan Document or the transactions contemplated therein and (b) any Financial Statement, financial and other report, notice, request, certificate and other information material; provided, however, that, “Approved Electronic Communication” shall exclude (i) any Notice of Borrowing, Notice of

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Conversion or Continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant to Section 2.6 (Optional Prepayments) and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article III (Conditions to Loans) or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

“Approved Electronic Platform” has the meaning specified in Section 11.3(a) (Posting of Approved Electronic Communications).

“Approved Fund” means any Fund that is advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.

“Arrangers” means CGML and BAS, in their respective capacities as mandated lead arrangers and bookrunners.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit A (Form of Assignment and Acceptance).

“Available Credit” means, at any time, (a) the then effective Commitments minus (b) the aggregate Revolving Credit Outstandings at such time.

“Bankruptcy Law” means any law relating to bankruptcy, insolvency, reorganization or any similar law for the relief of debtors, including without limitation, title 11, United States Code.

“BAS” means Banc of America Securities LLC, a Delaware limited liability company.

“BofA” means Bank of America, N.A., a national banking association.

“Borrower” has the meaning specified in the preamble to this Agreement.

“Borrowing” means a borrowing consisting of Revolving Loans made on the same day by the Lenders ratably according to their respective Commitments.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City or London and a TARGET Day on which banks are not required or authorized to close in London and on which dealings in Dollar and Euro deposits are also carried on in the London interbank market.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, property by such Person as lessee that would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with GAAP.

“Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all Consolidated obligations of such Person or any of its Subsidiaries under Capital Leases.

“CGML” means Citigroup Global Markets Limited.

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“Change of Control” means the occurrence of any of the following: (a) any Person or group of Persons (within the meaning of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended) of 30% or more of the issued and outstanding Voting Stock of the Company or (b) during any period of twenty-four (24) consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election by the board of directors of the Company or whose nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption “Commitment,” as such amount may be increased or reduced from time to time to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate amount of the Commitments shall not exceed €220,000,000.

“Company” has the meaning specified in the preamble to this Agreement.

“Company’s Accountants” means KPMG LLP or other independent nationally-recognized public accountants acceptable to the Administrative Agent.

“Compliance Certificate” has the meaning specified in Section 6.1(c) (Financial Statements).

“Consolidated” means, with respect to any Person, the consolidation of accounts of such Person and its Subsidiaries in accordance with GAAP.

“Constituent Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws, operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

“Contaminant” means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

“Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar provision of any Security issued by such Person or of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“CIP” has the meaning specified in the preamble to this Agreement.

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“Customary Permitted Liens” means, with respect to any Person, any of the following Liens:

(a) Liens for taxes, assessments, governmental charges, claims or levies in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves (in the good faith judgment of the management of the respective Person) have been established;

(b) Liens of landlords, liens in favor of utilities and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law or contract which were incurred in the ordinary course of business and (i) which secure amounts not yet due or (ii)(A) which do not in the aggregate materially detract from the value of such property (other than immaterial property) or materially impair the use thereof in the operation of the business of any Person or (B) which Liens (or the amounts secured thereby) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such Lien and with respect to which adequate reserves (in the good faith judgment of the management of the respective Person) have been established;

(c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits or to secure the performance of trade contracts, bids, tenders, statutory and regulatory obligations, sales, contracts (other than for the repayment of borrowed money), appeal bonds, leases, government contracts or customs bonds and other similar obligations incurred in the ordinary course of business;

(d) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(e) encumbrances, easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of any Person;

(f) encumbrances arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted at such real property;

(g) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business;

(h) Liens arising from judgments, decrees or attachments and Liens securing appeal bonds arising from judgments, in each case in circumstances not constituting an Event of Default, provided that no cash or property is deposited or delivered to secure any such judgment or award;

(i) Liens on tangible property of a Person or a business that are existing at the time such Person or business is acquired pursuant to a transaction not prohibited by Section 8.2, provided that such Liens were not placed on such property in contemplation of the

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consummation of the acquisition and do not extend to any property other than those of the Person or the business so acquired (and proceeds and products of any of the foregoing);

(j) Liens encumbering goods under production and arising from progress or partial payments by the Company or any Subsidiary relating to the underlying goods;

(k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Subsidiary in the ordinary course of business;

(l) Liens under ERISA to the extent the creation thereof would not breach the representation made in Section 4.9 if made immediately after such creation; and

(m) Liens on any proceeds (including, without limitation, insurance, condemnation and eminent domain proceeds) or products of any property, a lien over which is a Lien permitted by Section 8.1.

“Default” means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Disclosure Documents” means, collectively, the Company’s annual report on Form 10-K for December 31, 2006 and quarterly report on Form 10-Q for September 30, 2007 and any amendments thereto filed by the Company with the SEC.

“Dollar Revolving Loan” has the meaning specified in 2.1(a) (The Commitments).

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary of the Company organized under the laws of any state of the United States of America or the District of Columbia.

“Dutch Banking Act” means the Dutch Act on the Supervision of the Credit System 1992 (Wet toezicht kredietwezen 1992).

“Dutch Banking Act Exemption Regulation” means the Dutch Banking Act Exemption Regulation 1992 (Vrijstellingsregeling Wtk 1992), dated 26 June 2002, as amended from time to time.

“Dutch Central Bank” means the Dutch Central Bank (De Nederlandsche Bank N.V.).

“EBITDA” means, for any period, net income for such period, plus, without duplication and to the extent deducted from revenues in determining net income for such period, the sum of (a) the aggregate amount of interest expense for such period, (b) the aggregate amount of income and franchise tax expense for such period, (c) all amounts attributable to depreciation and amortization for such period, (d) all other non-cash charges and non-cash losses for such period and (e) all Non-Recurring Items for such period and minus, without duplication and to the extent added to revenues in determining net income for such period, the sum of (i) all non-recurring non-cash gains during such period, (ii) the amount of cash used during such period to the extent charged against net income in a different period and (iii) the amount of cash used during such period relating to a Non-Recurring Item, all as determined on a consolidated basis with respect to the Company and its Subsidiaries in accordance with GAAP. For the purposes of calculating EBITDA for any period, if during such period the Company or any Subsidiary shall have

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made an acquisition, EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition occurred on the first day of such period.

“Effective Date” has the meaning set forth in Section 3.1 (Conditions Precedent to the Effectiveness of this Agreement.

“Eligible Assignee” means (a) a Lender or an Affiliate or Approved Fund of any Lender, (b) a commercial bank having total assets in excess of $5,000,000,000, (c) a finance company, insurance company or any other financial institution or Fund, in each case reasonably acceptable to the Administrative Agent and regularly engaged in making, purchasing or investing in loans and having a net worth, determined in accordance with GAAP, in excess of $250,000,000 or, to the extent net worth is less than such amount, a finance company, insurance company, other financial institution or Fund, reasonably acceptable to the Administrative Agent and the Borrower or (d) a savings and loan association or savings bank organized under the laws of the United States or any State thereof having a net worth, determined in accordance with GAAP, in excess of $250,000,000; provided, however, that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any Affiliate or Subsidiary of the Borrower.

“Environmental Laws” means all applicable Requirements of Law now or hereafter in effect and as amended or supplemented from time to time, relating to pollution or the regulation and protection of human health, safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. § 1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic Substance Control Act, as amended (42 U.S.C. § 7401 et seq.); the Clean Air Act, as amended (42 U.S.C. § 740 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their state and local counterparts or equivalents and any transfer of ownership notification or approval statute, including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6 et seq.).

“Environmental Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute and whether arising under any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental, health or safety condition or to any Release or threatened Release and resulting from the past, present or future operations of, or ownership of property by, such Person or any of its Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control or treated as a single employer with the Company or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code.

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“ERISA Event” means (a) a reportable event described in Section 4043 of ERISA with respect to a Title IV Plan (other than a reportable event for which 30-day notice is waived by applicable PBGC regulations), (b) the withdrawal of the Company, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of the Company, any of its Subsidiaries or any ERISA Affiliate from any Multiemployer Plan, (d) notice of reorganization or insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to a Title IV Plan or Multiemployer Plan, (h) the imposition of a lien under Section 412 of the Code or Section 302 of ERISA on the Company or any of its Subsidiaries or any ERISA Affiliate or (i) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA.

“Euro” and the sign “€” each mean the lawful money of the member states of the European Union participating in the third stage of the European monetary union.

“Euro Equivalent” of any amount means, at the time of determination thereof, (a) if such amount is expressed in Euros, such amount and (b) if such amount is expressed in Dollars, the equivalent of such amount in Euros determined by using the rate of exchange quoted by CIP in London, England at 11:00 a.m. (London time) on the third Business Day prior to the date of determination, to prime banks in London for the spot purchase in the London foreign exchange market of such amount of Euros with Dollars.

“Euro Revolving Loan” has the meaning specified in 2.1(a) (The Commitments).

“Eurocurrency Base Rate” means, with respect to any Interest Period for any Eurocurrency Rate Loan, denominated in (i) Euros, the rate of interest determined by the Administrative Agent to be the average (rounded upward to the nearest whole multiple of 1/1000 of 1% per annum) of the rate per annum which appears on the Telerate Page 248 which displays the European interbank offered rate for deposits in Euros for such Interest Period at 11:00 a.m. (Brussels time) on the second full TARGET Day preceding the first day of such Interest Period and (ii) Dollars, the rate per annum (rounded upward to the nearest whole multiple of 1/1000 of 1% per annum) appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page) as the London interbank offered rate for deposits in Dollars at 11:00 a.m. (London time) two London Business Days before the first day of such Interest Period.

“Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule II (Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board.

“Eurocurrency Rate” means, with respect to any Interest Period for any Eurocurrency Rate Loan, an interest rate per annum equal to the rate per annum obtained by dividing (a) the applicable Eurocurrency Base Rate by (b)(i) a percentage equal to 100% minus (ii) the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time

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by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the Eurocurrency Rate is determined) having a term equal to such Interest Period.

“Eurocurrency Rate Loan” means any Loan that, for an Interest Period, bears interest based on the Eurocurrency Rate.

“European Parent” has the meaning specified in the preamble to this Agreement.

“Event of Default” has the meaning specified in Section 9.1 (Events of Default).

“Existing Credit Agreement” has the meaning ascribed to such term in the preamble to this Agreement.

“Facility” means the Commitments and the provisions herein related to the Revolving Loans.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Financial Covenant Debt” of any Person means Indebtedness of the type specified in clauses (a), (b), (c), (d), (e), (f), (g) and (h) of the definition of “Indebtedness”; provided, however, that (i) in the case of clause (c), such obligations shall be included in this definition of Financial Covenant Debt only to the extent such obligations are in respect of unreimbursed drawings under letters of credit, and (ii) that Guaranty Obligations supported by a letter of credit shall not, to the extent so supported, be included in this definition of Financial Covenant Debt.

“Financial Statements” means the financial statements of the Company and its Subsidiaries delivered in accordance with Sections 4.3 (Financial Statements) and 6.1 (Financial Statements).

“Fiscal Quarter” means each of the three month periods ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” means the twelve month period ending on December 31.

“FMC’s Business” means the business of developing, manufacturing and/or selling, and providing research and development, marketing and/or other services and support for, chemical-based and formulated products and related organic and inorganic materials and any business reasonably related, incidental, complementary or ancillary thereto.

“Foreign Credit Line” means a credit facility or similar credit arrangement (including any arrangement in connection with vendor financing) made available by a financial institution to Foreign Subsidiaries or their customers, as applicable.

“Foreign Subsidiary” means any Subsidiary of the Company that is not a Domestic Subsidiary.

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“Fund” means any Person (other than a natural Person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, except that, with respect to the determination of compliance by the Company with the covenants set forth in Sections 5.1 and 5.2, “GAAP” shall mean such principles in the United States of America as in effect as of the date of, and used in, the preparation of the audited financial statements referred to in Section 4.3.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any central bank.

“Guarantied Parties” has the meaning specified in Section 10.1(b) (Guaranty).

“Guarantor” means each of the Company and the European Parent.

“Guaranty” means the guaranty of the Obligations of the Borrower under this Agreement set forth in Article X hereof.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments outside of the ordinary course of business, if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement relating thereto will be complied with or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.

“Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

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“Indebtedness” of any Person means without duplication (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds (other than surety and performance bonds, which are covered in clause (c) below), debentures or similar instruments or that bear interest, (c) all reimbursement and other obligations with respect to letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (d) all indebtedness for the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business that are not overdue, (e) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all Capital Lease Obligations of such Person and the present value of future rental payments under all synthetic leases, (g) all Guaranty Obligations of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends, (i) all payments that such Person would have to make in the event of an early termination on the date Indebtedness of such Person is being determined in respect of Hedging Contracts of such Person and (j) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Indemnified Matter” has the meaning specified in Section 12.4 (Indemnities).

“Indemnitee” has the meaning specified in Section 12.4 (Indemnities).

“Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential.

“Interest Coverage Ratio” means, with respect to the Company and its Subsidiaries on a Consolidated basis for any period, the ratio of EBITDA for such period to Net Consolidated Interest Expense for such period.

“Interest Income” means, for the Company and its Subsidiaries on a Consolidated basis for any period, total interest income for such period on a Consolidated basis in conformity with GAAP.

“Interest Period” means (a) initially, the period commencing on the date such Eurocurrency Rate Loan is made and ending one week (in the case of the initial Borrowing), one, two, three or six months thereafter (or such other period as the Lenders may agree), as selected by the Borrower in its Notice of Borrowing or Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.2 (Borrowing Procedures) or 2.9 (Continuation Option) and (b) thereafter, if such Loan is continued, in whole or in part, as a Eurocurrency Rate Loan pursuant to Section 2.9 (Continuation Option), a period commencing on the last day of the immediately preceding Interest Period therefor and ending one, two, three or six months thereafter, as selected by the Borrower in its Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.9 (Continuation Option); provided, however, that all of the foregoing provisions relating to Interest Periods in respect of Eurocurrency Rate Loans are subject to the following:

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(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day; and

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month at the end of such Interest Period; and

(iii) no Interest Period shall end after the Scheduled Termination Date.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Investment” means, with respect to any Person, (a) any purchase or other acquisition by such Person of (i) any Security issued by, (ii) a beneficial interest in any Security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by such Person of all or a significant part of the assets of a business conducted by any other Person, or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business as presently conducted) or capital contribution by such Person to any other Person, including all Indebtedness of any other Person to such Person arising from a sale of property by such Person other than in the ordinary course of its business, and (d) any Guaranty Obligation incurred by such Person in respect of Indebtedness of any other Person.

“IRS” means the Internal Revenue Service of the United States or any successor thereto.

“Lender” means each financial institution or other entity that (a) is listed on the signature pages hereof as a “Lender” or (b) from time to time becomes a party hereto by execution of an Assignment and Acceptance.

“Leverage Ratio” means, with respect to the Company and its Subsidiaries on a Consolidated basis as of any date, the ratio of Financial Covenant Debt as of such date to EBITDA for the last four Fiscal Quarters ending on or before such date.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or the performance of any other obligation, including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease and any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction naming the owner of the asset to which such Lien relates as debtor.

“Loan” means any loan made by any Lender pursuant to this Agreement (including any such Loan made prior to the Effective Date pursuant to the Existing Credit Agreement).

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“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes (if any) and (c) each certificate, agreement or document executed by a Loan Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing.

“Loan Party” means the Borrower and each Guarantor.

“Material Adverse Change” means a material adverse change in any of (a) the business, condition (financial or otherwise), operations or properties of the Company and its Subsidiaries or the Borrower and its Subsidiaries, in each case taken as a whole, (b) the legality, validity or enforceability of any Loan Document, (c) the ability of the Borrower to repay the Obligations or of the other Loan Parties to perform their respective obligations under the Loan Documents or (d) the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.

“Material Adverse Effect” means an effect that results in or causes, or could reasonably be expected to result in or cause, a Material Adverse Change.

“Material Subsidiary” means (i) any Subsidiary of the Company that is a Borrower or (ii) any Subsidiary of the Company from time to time in which the Company has an Investment, direct or indirect, of at least $50,000,000 (excluding Investments by such Subsidiary in other Subsidiaries in the form of Stock or Stock Equivalents), which Subsidiaries on the Effective Date are listed on Schedule III hereto.

“Moody’s” means Moody’s Investors Services, Inc.

“Multiemployer Plan” of any Person means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, and which is a defined benefit plan, to which such Person or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” of any Person means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of such Person or any of its ERISA Affiliates and at least one Person other than such Person and its ERISA Affiliates or (b) was so maintained and in respect of which such Person or any of its ERISA Affiliates could have liability under Section 4064 or Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Negotiation Period” has the meaning specified in Section 2.12(g) (Substitute Basis).

“Net Consolidated Interest Expense” means, for any period, Consolidated interest expense for such period less the sum of (x) amortization of debt discount and premium for such period and (y) Interest Income for such period.

“Non-Consenting Lender” has the meaning specified in Section 12.1(c) (Amendments, Waivers, Etc.).

“Non-Funding Lender” has the meaning specified in Section 2.2(d) (Borrowing Procedures).

“Non-Recurring Items” means, to the extent reflected in the determination of net income for any period, provisions for restructuring, discontinued operations, special reserves or other similar charges, including write-downs or write-offs of assets (other than write-downs resulting from foreign currency translations).

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“Non-U.S. Lender” means each Lender (or the Administrative Agent) that is not a United States person as defined in Section 7701(a)(30) of the Code.

“Note” means a promissory note of the Borrower payable to the order of any Lender in a principal amount equal to the amount of such Lender’s Commitment evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Revolving Loans owing to such Lender.

“Notice of Borrowing” has the meaning specified in Section 2.2(a) (Borrowing Procedures).

“Notice of Conversion or Continuation” has the meaning specified in Section 2.9 (Continuation Option).

“Obligations” means the Loans and all other amounts, obligations, covenants and duties owing by the Borrower to the Administrative Agent or any Lender, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate or commodity hedging transaction or otherwise), present or future, arising under this Agreement, any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letter of credit, cash management and other fees, interest, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Borrower under this Agreement, any other Loan Document.

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“Participant” has the meaning specified in Section 12.2(g)(i) (Assignments and Participations).

“Patriot Act” means the USA PATRIOT Act of 2001 (31 U.S.C. 5318 et seq.).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permit” means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable Requirement of Law.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Policy Rule” means the 2005 Dutch Central Bank’s policy guidelines (issued in relation to the Dutch Banking Exemption Regulation) dated 29 December 2004 (Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk 1992) as amended from time to time.

“Professional Market Party” means a professional market party (professionele marktpartij) within the meaning of the Exemption Regulation and the Dutch Central Bank’s Policy Guidelines, which as of the date of this Agreement include, without limitation, (i) certain credit

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institutions, insurance companies, pension funds, securities intermediaries, asset managers and investment institutions that are registered and subject to government supervision in The Netherlands, any other European Economic Area member state, Monaco, Puerto Rico, Saudi Arabia, Turkey, South Korea, the United States, Japan, Australia, Canada, Mexico, New Zealand or Switzerland and subsidiaries thereof which are subject to government supervision, (ii) central governments, international treaty organizations and supranational public institutions, (iii) companies which have assets with a book value of €500,000,000 or more, according to their annual accounts as per the end of their financial year preceding the year in which they grant or obtain the relevant loan or a portion thereof, (iv) companies or natural persons with net assets of €10,000,000 or more as per the end of the preceding calendar year and which have been active on the financial markets with an average of at least two transactions per month during the preceding two consecutive years, (v) persons under supervision of the regulatory authority as referred to in section 1 subsection f of the Decree on the Supervision of the Securities Trade 1995 (Besluit toezicht effectenverkeer 1995), or under supervision of the regulatory authority of another state to be active on the financial markets, (vi) legal entities or partnerships which, pursuant to their latest (consolidated) financial statements meet two of the following three criteria: (a) an average number of employees during the financial year of 250 or more, (b) according to their balance sheet having an asset-value of at least €43,000,000, and (c) yearly turnover of at least €50,000,000, (vii) a legal entity or partnership having the sole corporate purpose of investing in securities and (viii) collective investment institutions that are exempt from the Act on the Supervision of Collective Investment Schemes pursuant to section 1 or 2 of the Regulation of the Minister of Finance of 9 October 1990 implementing section 14 of that Act.]¹

“Purchasing Lender” has the meaning specified in Section 12.7 (Sharing of Payments, Etc.).

“Ratable Portion” or “ratably” means, with respect to any Lender, (a) with respect to the Facility, the percentage obtained by dividing (i) the Commitment of such Lender by (ii) the aggregate Commitments of all Lenders (or, at any time after the Revolving Credit Termination Date, the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing to such Lender by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing to all Lenders) and (b) with respect to any other specified Obligations, the percentage obtained by dividing (i) the amount of such Obligations held by such Lender by (ii) the aggregate outstanding amount of all such Obligations.

“Rating” shall mean, for any given period of determination, the rating assigned to the Facility by each of Moody’s and S&P or, if the Facility is not rated by Moody’s or S&P, the rating assigned to the senior unsecured debt of the Company, in the case of Moody’s, and the corporate credit rating of the Company, in the case of S&P.

“Receivable” means a right to receive payment arising from the sale or lease of goods or services by a Person to another Person.

“Receivables Funding Entity” means a wholly-owned Subsidiary of the Company which engages in no activities other than the financing of Receivables. On the date of this Agreement, FMC Funding Corporation, a Delaware corporation and a wholly-owned Subsidiary of the Company, is a Receivables Funding Entity.

“Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its

¹ May require updating.

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Subsidiaries may directly or indirectly sell, convey or otherwise transfer Receivables to another Person, or may grant a security interest in, any Receivables of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, proceeds of such Receivables and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Receivables.

“Reference Bank” means the Lender or any Affiliate thereof that is then acting as the Administrative Agent or an Affiliate of the Administrative Agent, and BofA.

“Register” has the meaning specified in Section 12.2(c) (Assignments and Participations).

“Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any property owned by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property.

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Requisite Lenders” means Lenders having more than fifty percent (50%) of the aggregate outstanding amount of the Commitments or, after the Revolving Credit Termination Date, more than fifty percent (50%) of the aggregate Revolving Credit Outstandings. A Non-Funding Lender shall not be included in the calculation of “Requisite Lenders.”

“Responsible Officer” means, with respect to any Person, any of the principal executive officers, managing members or general partners of such Person but, in any event, with respect to financial matters, the chief financial officer or treasurer of such Person. Notwithstanding the above, with respect to the European Parent and the Borrower, a managing director is also a Responsible Officer for purposes of Section 3.1 (Conditions Precedent to the Effectiveness of this Agreement).

“Revolving Credit Outstandings” means, at any particular time, the Euro Equivalent of the principal amount of the Revolving Loans outstanding at such time.

“Revolving Credit Termination Date” shall mean the earliest of (a) the Scheduled Termination Date, (b) the date of termination in whole of the Commitments pursuant to Section 2.3 (Reduction and Termination of the Commitments) and (c) the date on which the Obligations become due and payable pursuant to Section 9.2 (Remedies).

“Revolving Loan” has the meaning specified in 2.1(a) (The Commitments).

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“S&P” means Standard & Poor’s Rating Services, or any successor by merger or consolidation to its business.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs/index.shtml or any successor website thereto, or as otherwise published from time to time.

“Sanctioned Person” means (i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.shtml or any successor website thereto, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Scheduled Termination Date” means December 16, 2010.

“SEC” means the United States Securities and Exchange Commission.

“Selling Lender” has the meaning specified in Section 12.7 (Sharing of Payments, Etc.).

“Single Employer Plan” of any Person means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of such Person or any of its ERISA Affiliates and no Person other than such Person and its ERISA Affiliates or (b) was so maintained and in respect of which such Person or any of its ERISA Affiliates could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Solvent” means, with respect to any Person, that the value of the assets of such Person (both at fair value and present fair saleable value) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date and that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature and does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Purpose Vehicle” means any special purpose funding vehicle identified as such in writing by any Lender to the Administrative Agent.

“Stock” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which an aggregate of more than 50% of the outstanding

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Voting Stock is, at the time, directly or indirectly, owned or controlled by such Person or one or more Subsidiaries of such Person.

“Substitute Basis” has the meaning specified in Section 2.12(gf) (Substitute Basis).

“Substitute Basis Loans” has the meaning specified in Section 2.12(f) (Substitute Basis).

“Substitute Basis Rate” has the meaning specified in Section 2.12(f) (Substitute Basis).

“Substitute Institution” has the meaning specified in Section 2.15 (Substitution of Lenders).

“Substitution Notice” has the meaning specified in Section 2.15 (Substitution of Lenders).

“TARGET” means the Trans-European Automated Real-Time Gross Settlement Express Transfer Payment System, which utilizes interlinked national real-time gross settlement systems and the European Central Bank’s payment mechanism and which began operations on 4th January 1999.

“TARGET 2” means the Trans-European Automated Real-Time Gross Settlement Express Transfer Payment System, which utilizes a single shared platform and which was launched on 19th November 2007.

“TARGET Day” means (a) until such time as TARGET is permanently discontinued and ceases operations, any day on which both TARGET and TARGET 2 are, and (b) following such time as TARGET is permanently discontinued and ceases operations, any day on which TARGET 2 is, open for settlement of payment in Euro.

“Tax Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

“Taxes” has the meaning specified in Section 2.14(a) (Taxes).

“Title IV Plan” means a pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA and to which the Company any of its Subsidiaries or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in enacted and in effect in the State of New York.

“Unused Commitment Fee” has the meaning specified in Section 2.10(a) (Fees).

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

“Wholly-Owned Subsidiary” means, in respect of any Person, any Subsidiary of such Person, all of the Stock of which (other than director’s qualifying shares, as may be required by law) is owned by such Person, either directly or indirectly through one or more Wholly-Owned Subsidiaries of such Person.

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“Withdrawal Liability” means, with respect to the Company or any of its Subsidiaries at any time, the aggregate liability incurred (whether or not assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of ERISA or for increases in contributions required to be made pursuant to Section 4243 of ERISA.

Section 1.2 Computation of Time Periods

In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

Section 1.3 Accounting Terms and Principles

(a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

(b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Company with the agreement of the Company’s Accountants and results in a change in any of the calculations required by the definition of “Permitted Acquisition”, Article IV (Representations and Warranties) or Article V (Financial Covenants) had such accounting change not occurred, for purposes of the calculation of such covenants and the definitions related thereto, such calculation shall be made using GAAP as used by the Borrower in its December 31, 2006 financial statements.

(c) For purposes of calculating compliance with each of the financial covenants set forth in Article V in respect of a Permitted Acquisition, such transaction shall be deemed to have occurred as of the first day of the four Fiscal-Quarter period ending as of the most recent Fiscal Quarter end preceding the date of such transaction with respect to which the Administrative Agent has received the Financial Statements required to be delivered pursuant to Section 6.1(a) (each such transaction, a “Pro Forma Transaction”). In respect of each Pro Forma Transaction, for purposes of any such calculation in respect of any such Permitted Acquisition, (A) any Indebtedness incurred by the Company or any of its Subsidiaries on a Consolidated basis in connection with such transaction (x) shall be deemed to have been incurred as of the first day of the applicable period and (y) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this clause (c) determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, (B) income statement items (whether positive or negative) attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period and (C) pro forma adjustments may be included to the extent that such adjustments meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder.

Section 1.4 Certain Terms

(a) The terms “herein,” “hereof” and “hereunder” and similar terms refer to this Agreement as a whole (including, unless the context otherwise provides, the Existing Credit Agreement), and not to any particular Article, Section, subsection or clause in, this Agreement.

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(b) Unless otherwise expressly indicated herein, (i) references in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement (including, unless the context otherwise provides, the Existing Credit Agreement) and (ii) the words “above” and “below”, when following a reference to a clause or a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause (including, unless the context otherwise provides, the Existing Credit Agreement).

(c) Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. Unless the prior written consent of the Requisite Lenders is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.

(d) References in this Agreement to any statute shall be to such statute as amended or modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative.

(e) The term “including” when used in any Loan Document means “including without limitation” except when used in the computation of time periods.

(f) The terms “Lender” and “Administrative Agent” include, without limitation, their respective successors.

(g) Upon the appointment of any successor Administrative Agent pursuant to Section 11.7 (Successor Administrative Agent), references to CIP in Section 11.4 (The Administrative Agent Individually) and in the definition of Euro Equivalent shall be deemed to refer to the financial institution then acting as the Administrative Agent or one of its Affiliates if it so designates.

ARTICLE II

THE FACILITY

Section 2.1 The Commitments

On the terms and subject to the conditions contained in this Agreement, each Lender severally agrees to make loans to the Borrower (i) denominated in Euros (each, together with each “Euro Revolving Loan” as defined in and made under the Existing Credit Agreement, a “Euro Revolving Loan”) and (ii) denominated in Dollars (each, together with each “Dollar Revolving Loan” as defined in and made under the Existing Credit Agreement, a “Dollar Revolving Loan,” and collectively with any Euro Revolving Loans, the “Revolving Loans”) from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate Euro Equivalent amount at any time outstanding for all such Revolving Loans not to exceed such Lender’s Commitment; provided, however, that at no time shall (i) any Lender be obligated to make a Revolving Loan in excess of such Lender’s Ratable Portion of the Available Credit or (ii) the Euro Equivalent of the outstanding principal amount of the Revolving Loans made to the Borrower exceed €220,000,000. Within the limits of the Commitment of each Lender, amounts of Revolving Loans repaid or prepaid may be reborrowed under this Section 2.1.

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Section 2.2 Borrowing Procedures

(a) Each Borrowing shall be made on notice given by the Borrower to the Administrative Agent not later than 11:00 a.m. (London time) on the third Business Day prior to the date of the proposed Borrowing except, that in the case of the initial Borrowing, notice shall be given by the Borrower concurrently with or prior to execution of this Agreement for funding on the next Business Day after the Effective Date. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Borrowing, (B) whether the Borrowing is to be a Euro Revolving Loan or a Dollar Revolving Loan, (C) the aggregate amount of such proposed Borrowing, and (D) the initial Interest Period or Periods for any Eurocurrency Rate Loans. The Revolving Loans shall be made as Eurocurrency Rate Loans unless, subject to Section 2.12 (Special Provisions Governing Eurocurrency Rate Loans), the Notice of Borrowing specifies that all or a portion of the Dollar Revolving Loans shall be Substitute Basis Loans. Each Borrowing of Euro Revolving Loans shall be in an aggregate amount of not less than €1,000,000 or an integral multiple of €500,000 in excess thereof. Each Borrowing of Dollar Revolving Loans shall be in an aggregate amount of not less than the $1,000,000 or an integral multiple of $500,000 in excess thereof. No more than ten (10) Borrowings may be outstanding at any time.

(b) The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurocurrency Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.12(a) (Determination of Interest Rate). Each Lender shall notify the Agent of any extra costs involved due to application of the Eurocurrency Rate. Each Lender shall, before 11:00 a.m (London time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 12.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 12.1 (Amendments, Waivers, Etc.)) (i) on the Effective Date, of the applicable conditions set forth in Section 3.1 (Conditions Precedent to Effectiveness of this Agreement) and (ii) at any time (including the Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to Each Loan), and after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower.

(c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and such repayment shall relieve the Borrower’s obligation with respect to the principal portion of such amount. If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower.

(d) The failure of any Lender to make the Loan or any payment required by it on the date specified (each such Lender, until such payment is made, a “Non-Funding Lender”) shall not relieve

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any other Lender of its obligations to make such Loan or payment on such date but no such other Lender shall be responsible for the failure of any Non-Funding Lender to make a Loan or payment required under this Agreement.

Section 2.3 Reduction and Termination of the Commitments

The Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent, permanently terminate in whole or permanently reduce in part ratably the unused portions of the respective Commitments of the Lenders; provided, however, that each partial reduction shall be in an aggregate amount of not less than €5,000,000 or an integral multiple of €500,000 in excess thereof and any mandatory prepayment resulting from such reduction shall have been made.

Section 2.4 Repayment of Loans

The Borrower promises to repay the entire unpaid principal amount of the Revolving Loans owing by it on the Revolving Credit Termination Date.

Section 2.5 Evidence of Debt

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b) The Administrative Agent shall maintain accounts in accordance with its usual practice in which it shall record (i) the amount of each Loan made and, if a Eurocurrency Rate Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable by the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower, whether such sum constitutes principal or interest (and the type of Loan to which it applies), fees, expenses or other amounts due under the Loan Documents and each Lender’s share thereof, if applicable.

(c) The entries made in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(d) Notwithstanding any other provision of the Agreement, in the event that any Lender requests that the Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower hereunder, the Borrower shall promptly execute and deliver a Note or Notes to such Lender evidencing any Revolving Loans of such Lender, substantially in the form of Exhibit B (Form of Note).

Section 2.6 Optional Prepayments

(a) Revolving Loans. The Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent on any Business Day, in each case stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Revolving Loans in whole or in part; provided, however, that if any prepayment of any Eurocurrency Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall

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also pay any amount owing pursuant to Section 2.12(e) (Breakage Costs) so long as such Lender makes written demand for such amount (with a copy of such demand to the Administrative Agent) within 20 Business Days after any such prepayment; and, provided, further, that each partial prepayment shall be in an aggregate principal amount not less than the Euro Equivalent of €1,000,000 or integral multiples of €500,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of Revolving Loans specified to be prepaid shall become due and payable on the date specified for such prepayment and any mandatory prepayment resulting from such reduction shall have been made.

(b) The Borrower shall not have the right to prepay the principal amount of any Revolving Loan other than as provided in this Section 2.6.

Section 2.7 Mandatory Prepayments

If, on the date of any continuation pursuant to Section 2.9 (Continuation Option), the aggregate principal amount of Revolving Credit Outstandings exceeds 103% of the Commitments, the Administrative Agent shall give prompt written notice thereof to the Borrower specifying the amount to be prepaid under this Section 2.7 and the Borrower shall, within two Business Days after receiving such notice, prepay the Revolving Loans then outstanding in an amount equal to such excess.

Section 2.8 Interest

(a) Rate of Interest. All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, the date such Obligations are paid in full, except as otherwise provided in clause (c) below, at a rate per annum equal to the sum of (A) the Eurocurrency Rate determined for the applicable Interest Period and (B) the Applicable Margin in effect from time to time during such Interest Period.

(b) Interest Payments. (i) Interest accrued on each Eurocurrency Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such Interest Period has a duration of more than six months, on each day during such Interest Period occurring every six months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Eurocurrency Rate Loan and (ii) interest accrued on the amount of all other Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

(c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or elsewhere herein, effective immediately upon the occurrence of an Event of Default and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and the amount of all other Obligations then due and payable shall bear interest at a rate that is two percent (2.0%) per annum in excess of the rate of interest applicable to such Loans or other Obligations from time to time.

Section 2.9 Continuation Option

(a) The Borrower may elect at the end of any applicable Interest Period to continue any Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Loans continued for each Interest Period must be in the amount of at least the Euro Equivalent of €1,000,000 or an integral multiple of €500,000 in excess

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thereof. Each continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit D (Form of Notice of Continuation) (a “Notice of Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ prior written notice specifying the amount and type of Loan being continued and (B) the applicable Interest Period.

(b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Continuation and of the options selected therein. Notwithstanding the foregoing, no continuation in whole or in part of Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of a Eurocurrency Rate Loan would violate any provision of Section 2.12 (Special Provisions Governing Eurocurrency Rate Loans). If, within the time period required under the terms of this Section 2.9, the Administrative Agent does not receive a Notice of Continuation from the Borrower containing a permitted election to continue any Eurocurrency Rate Loans for an additional Interest Period then, upon the expiration of the applicable Interest Period, such Eurocurrency Rate Loans shall be automatically continued as with an interest period of one month (or if consented by all Lenders, seven days). Each Notice of Continuation shall be irrevocable.

Section 2.10 Fees

(a) Unused Commitment Fee. (i) The Borrower agrees to pay to each Lender a commitment fee on the actual daily amount by which the Commitment of such Lender exceeds the sum of the outstanding principal amount of the Euro Equivalent of Revolving Loans held by it through the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of each calendar quarter, commencing on the first such Business Day following the Effective Date and (y) on the Revolving Credit Termination Date.

(b) Additional Fees. The Borrower agrees to pay to the Administrative Agent, and the Arrangers the administrative and other fees from time to time agreed to by the Borrower and such parties.

Section 2.11 Payments and Computations

(a) The Borrower shall make each payment required to be made by it hereunder (including fees and expenses) not later than 2:00 p.m. (London time) on the day when due, in Dollars or Euros (depending on the denomination of the Obligation being paid), to the Administrative Agent at its address referred to in Section 12.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (e) or (e) below, as applicable, for the account of their respective Eurocurrency Lending Offices; provided, however, that amounts payable pursuant to Section 2.13 (Capital Adequacy), 2.14 (Taxes) or Section 2.12(c) (Increased Costs) or (d) (Illegality) shall be paid only to the affected Lender or Lenders. Payments received by the Administrative Agent after 2:00 p.m. (London time) shall be deemed to be received on the next Business Day.

(b) All computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent, as applicable, of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

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(c) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurocurrency Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments made of any Revolving Loans shall be applied to repay those Eurocurrency Rate Loans having earlier expiring Interest Periods prior to those having later expiring Interest Periods.

(d) Unless the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder that the applicable Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the rate specified in Section 2.8(a) for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

(e) Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of clause (f) below, all payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower, second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect of Revolving Loans received by the Administrative Agent shall be distributed to each Lender in accordance with such Lender’s Ratable Portion of the Commitments; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions.

(f) The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations after the occurrence and during the continuance of an Event of Default and agrees that, notwithstanding the provisions of clause (e) above, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies), shall, apply all payments in respect of any Obligations and all funds on deposit in any cash collateral account in the following order:

First, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;

Second, to pay Obligations in respect of any expense reimbursements or indemnities then due to the Lenders;

Third, to pay Obligations in respect of any fees then due to the Administrative Agent and the Lenders;

Fourth, to pay interest then due and payable in respect of the Revolving Loans;

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Fifth, to pay or prepay principal amounts on the Revolving Loans ratably to the aggregate principal amount of such Loans; and

Sixth, to the ratable payment of all other Obligations;

provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses first through sixth, the available funds being applied with respect to any such Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Administrative Agent’s and each Lender’s interest in the aggregate outstanding Obligations described in such clauses; provided, further, that the funds allocated to the Lenders shall be used to pay, first, interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower (unless the Administrative Agent shall have received from such Lender, prior to making such Advance, a notice of the type described in Section 2.2(d)), and this proviso and the order of priority set forth in clauses first through second of this Section 2.11(f) may be changed only with the prior written consent of the Administrative Agent in addition to the Requisite Lenders. The order of priority set forth in clauses first through sixth of this Section 2.11(f) may at any time and from time to time be changed by the agreement of the Requisite Lenders (and the Administrative Agent, if required pursuant to the preceding sentence) without necessity of notice to or consent of or approval by the Borrower or any other Person.

(g) At the option of the Administrative Agent, interest, fees, expenses and other sums due and payable in respect of the Loans may be paid from the proceeds of Revolving Loans. The Borrower hereby authorizes the Lenders to make Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in such Lender’s discretion, that are in the amounts of any and all interest, fees, expenses and other sums payable in respect of the Loans, and further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Revolving Loans and to distribute the proceeds of such Revolving Loans to pay such amounts. The Borrower agrees that all such Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each Loan), which conditions the Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.

Section 2.12 Special Provisions Governing Eurocurrency Rate Loans

(a) Determination of Interest Rate

The Eurocurrency Rate for each Interest Period for Eurocurrency Rate Loans shall be determined by the Administrative Agent pursuant to the procedures set forth in the definition of “Eurocurrency Rate.” The Administrative Agent’s determination shall be presumed to be correct absent manifest error and shall be binding on the Borrower.

(b) Interest Rate Unascertainable, Inadequate or Unfair

In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate then being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to such Lenders of making or maintaining such Loans in Dollars or Euros, as applicable, for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders in writing and Section 2.12(f) shall apply.

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(c) Increased Costs

If at any time any Lender determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Eurocurrency Rate) or the compliance by such Lender with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), shall have the effect of increasing the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans, then the Borrower shall from time to time, within 10 Business Days after the receipt of written demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost incurred during the 90-day period prior to the date of such demand. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(d) Illegality

Notwithstanding any other provision of this Agreement, if any Lender determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurocurency Lending Office to make Eurocurrency Rate Loans or to continue to fund or maintain Eurocurrency Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, each Lender of a Eurocurrency Rate Loan shall convert such Loans into Substitute Basis Loans in accordance with the procedure outlined in Section 2.12(f) hereof. In the event such a determination is made regarding Eurocurrency Rate Loans, the Lender shall review the circumstances giving rise to such determination at least weekly and if, at any time after a Lender gives notice under this Section 2.12(d), such Lender determines that it may lawfully make Eurocurrency Rate Loans, such Lender shall promptly give notice of that determination to the applicable Borrower and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other Lender. The applicable Borrower’s right to request, and such Lender’s obligation, if any, to make Eurocurrency Rate Loans shall thereupon be restored.

(e) Breakage Costs

In addition to all amounts required to be paid by the Borrower pursuant to Section 2.8 (Interest), the Borrower shall compensate each Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense reasonably incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans to the Borrower but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may sustain (i) if for any reason a Borrowing, conversion or continuation of Eurocurrency Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.9 (Continuation Option), or any conversion or continuation of a Eurocurrency Rate Loan occurs on a date that is not the last day of the applicable Interest Period, (ii) if for any reason any Eurocurrency Rate Loan is prepaid (including, in the case of Eurocurrency Rate Loans, mandatorily pursuant to Section 2.7 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period or (iii) pursuant to any Substitution Notice delivered under Section 2.15 (Substitution of Lenders). The Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement as to such losses, expenses and liabilities,

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and this statement shall be conclusive as to the amount of compensation due to such Lender, absent manifest error.

(f) Substitute Basis

(i) During the 30 day period following the date of any such notice given pursuant to Section 2.12 (b) or (d) in relation to Eurocurrency Rate Loans (the “Negotiation Period”), the Administrative Agent (on behalf of the Lenders) and the Borrower will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the “Substitute Basis”) for determining the rate of interest to be applicable to such Loan, and any other amounts hereunder not paid when due, in lieu of the Eurocurrency Rate, and if at the expiry of the Negotiation Period the Administrative Agent (with the consent of the Lenders) and the Borrower have agreed upon a Substitute Basis and any required approvals of any Governmental Authority therefor have been obtained, the Substitute Basis in lieu of the applicable Eurocurrency Rate plus the Applicable Margin shall take effect from such date (including such retroactive date) as the Administrative Agent (with the consent of the Lenders) and the Borrower may in such circumstance agree.

(ii) If, at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon or any required approvals of any Governmental Authority therefor shall not have been obtained, the Administrative Agent (with the consent of the Lenders) shall notify the Borrower of the cost to the Lenders (as reasonably determined by them) of funding and maintaining the outstanding affected Loans, and any other amounts hereunder not paid when due, for the applicable Interest Period, and the interest payable to the Lenders on Loans, and such other amounts not paid when due, to which such Interest Period applies shall be interest at a rate per annum equal to the cost of funding and maintaining such Loans or such other amounts as so notified by the Administrative Agent plus the Applicable Margin.

Loans to which the rate of interest determined pursuant to clause (i) or (ii) of this Section 2.12(g) applies are referred to as “Substitute Basis Loans” and the rate of interest so determined is referred to as the “Substitute Basis Rate.”

The procedures specified in clauses (i) and (ii) above shall apply to each relevant period succeeding the first such period to which they were first applied unless and until the Administrative Agent (at the request of the affect Lender) notifies the Borrower that the condition referred to in Section 2.12(b) or (d) no longer exists, whereupon interest on Loans shall again be determined in accordance with the provisions of Section 2.8 hereof, effective commencing on the third Business Day after the date of such notice.

With a view to returning to the normal operation of the Facility, the Administrative Agent shall, after having consulted with such Lender, examine the situation at least weekly to determine if the circumstances described in Section 2.12(b) or (d) still prevail.

Section 2.13 Capital Adequacy

If at any time any Lender determines that (a) the adoption of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority (whether or not having the force of law) shall have the effect of reducing the rate of return on such Lender’s (or any corporation controlling such Lender’s) capital as a consequence of its obligations

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hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, compliance or interpretation, then, within 10 Business Days of Borrower’s receipt of written demand from such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such reduction during the six-month period prior to the date of such demand. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes absent manifest error.

Section 2.14 Taxes

(a) Any and all payments by any Loan Party under each Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding in the case of each Lender and the Administrative Agent taxes measured by its net income, and franchise taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or maintains a lending office (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under any Loan Document to any Lender or the Administrative Agent (w) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (x) the relevant Loan Party shall make such deductions, (y) the relevant Loan Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (z) the relevant Loan Party shall deliver to the Administrative Agent evidence of such payment.

(b) In addition, each Loan Party agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States or any political subdivision thereof or any applicable foreign jurisdiction, and all liabilities with respect thereto, in each case arising from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”).

(c) Each Loan Party shall indemnify each Lender and the Administrative Agent for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including for penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. No Loan Party shall be liable to any Lender or the Administrative Agent, as the case may be, for any such liability if such Person fails to make written demand for indemnification therefor within 120 days of receiving notice of the existence of such liability. In addition, no Loan Party shall be liable to any Person for any liability arising from or with respect to Taxes or Other Taxes which results from the gross negligence of such Lender or the Administrative Agent, as the case may be. Each Lender and the Administrative Agent will use its reasonable best efforts to assist any Loan Party in obtaining any refunds from any Governmental Authority for any Taxes or Other Taxes improperly imposed on or asserted against a Lender or the Administrative Agent for which such Loan Party has made an indemnification payment under this Section 2.14(c). Upon receipt of any such refund, such Lender or the Administrative Agent shall promptly repay the applicable Loan Party the amount of such refund. This subsection shall not be construed to require the Administrative Agent or any

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Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower, the Company or any Person.

(d) Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan Party, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 12.8 (Notices, Etc.), the original or a certified copy of a receipt evidencing payment thereof.

(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder, the agreements and obligations of such Loan Party contained in clauses (b) and (c) of this Section 2.14 shall survive the payment in full of the Obligations.

(f) Prior to the Effective Date each Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes and that is entitled to an exemption from or reduction of withholding tax under the laws of the jurisdiction in which the Borrower is resident for tax purposes with respect to payments hereunder or under any other Loan Document, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent with such properly completed and executed documentation prescribed by applicable laws as will permit such payments to be made without deduction or withholding or at a reduced rate of deduction or withholding for income taxes (or franchise taxes in lieu thereof). Each Lender which so delivers such documentation further undertakes to deliver to the Borrower and the Administrative Agent additional or successor documentation on or before the date such documentation expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent documentation so delivered by it, as will permit such Lender to receive payments from the Borrower hereunder or under any other Loan Document without deduction or withholding (or at a reduced rate of deduction or withholding) for income taxes (or franchise taxes in lieu thereof), unless an event (including without limitation any change in treaty, law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such documentation inapplicable or which would prevent such Lender from duly completing and delivering any such documentation with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding for income tax (or franchise tax in lieu thereof).

(g) Any Lender claiming any additional amounts payable pursuant to this Section 2.14 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurocurrency Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that would be payable or may thereafter accrue and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

Section 2.15 Substitution of Lenders

(a) In the event that (i)(A) any Lender makes a claim under Section 2.12(c) (Increased Costs) or Section 2.13 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurocurrency Rate Loan and such Lender notifies the Borrower pursuant to Section 2.12(d) (Illegality), (C) the Borrower is required to make any payment pursuant to Section 2.14 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under

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this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the Commitments are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrower may substitute any Lender and, if reasonably acceptable to the Administrative Agent and, if such Lender is to be a Lender, any other Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) within a reasonable time (in any case not to exceed 90 days) following the occurrence of any of the events described in clauses (i)(A), (B), (C) or (D) above by the Borrower to the Administrative Agent and the Affected Lender that the Borrower intends to make such substitution; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrower within 30 days of each other, then the Borrower may substitute all, but not (except to the extent the Borrower has already substituted one of such Affected Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.

(b) If the Substitution Notice was properly issued under this Section 2.15, the Affected Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be effective on (and not earlier than) the latest of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, together with any other Obligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment assumed by it and such Commitment of the Affected Lender shall be terminated to the extent so assumed; provided, however, that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.

(c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.15, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

ARTICLE III

CONDITIONS TO LOANS

Section 3.1 Conditions Precedent to the Effectiveness of this Agreement

This Agreement, including the obligation of each Lender to make the Loans requested to be made by it hereunder, shall not become effective until the date (the “Effective Date”) on which each of the following conditions precedent is satisfied or duly waived in accordance with Section 12.1 (Amendments, Waivers, Etc.):

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(a) Certain Documents. The Administrative Agent shall have received on or prior to the Effective Date each of the following, each dated the Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent and the Lenders and in sufficient copies for each Lender:

(i) this Agreement, duly executed and delivered by the Borrower and each Guarantor and, for the account of each Lender requesting the same, a Note or Notes of the Borrower conforming to the requirements set forth herein;

(ii) a favorable opinion of (A) Morgan, Lewis & Bockius LLP, U.S. counsel to the Loan Parties, in substantially the form of Exhibit E (Form of Opinion of U.S. Counsel for the Loan Parties), (B) Baker & McKenzie Amsterdam N. V., The Netherlands counsel to the Loan Parties in form and substance acceptable to the Administrative Agent, and (C) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents on the Effective Date (including any Loan Document to be executed on the Effective Date) after giving effect to this Agreement;

(iii) a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of the Borrower and each Guarantor, certified as of a recent date by the Secretary of State of the state of organization of such Loan Party or other comparable official, together with certificates of such official attesting to the good standing (where such concept is legally relevant) of each such Loan Party;

(iv) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the date of such certification, (C) the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (iii) above;

(v) a certificate of a senior officer of the Borrower to the effect that (x) the representations and warranties contained in Article IV (Representations and Warranties) are correct (other than any such representations or warranties which, by their terms, refer to a prior date) and (y) no event has occurred and is continuing which constitutes a Default; and

(vi) such other certificates, documents, agreements and information respecting any Loan Party as any Lender through the Administrative Agent may reasonably request.

(b) Fees and Expenses Paid. There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Effective Date.

(c) Consents, Etc. Each of the Borrower and its Subsidiaries shall have received all consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all Permits of, and effected all notices to and filings with, any

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Governmental Authority and all applicable waiting periods shall have expired without any action being taken by any Governmental Authority, in each case, without the imposition of any conditions that are not reasonably acceptable to the Lenders as may be necessary to allow each of the Borrower and its Subsidiaries lawfully to execute, deliver and perform, in all material respects, their respective obligations hereunder and under the Loan Documents to which each of them, respectively, is, or shall be, a party and each other agreement or instrument to be executed and delivered by each of them, respectively, pursuant thereto or in connection therewith.

(d) Conflicts. The Lenders shall be satisfied in their reasonable judgment that there shall be not occur as a result of the consummation of the funding of the Facility, including the making of the Loans, a default (or any event which with the giving of a notice or lapse of time or both would be a default) under any of the Borrower’s or its Subsidiaries’ debt instruments and other material agreements.

Section 3.2 Conditions Precedent to Each Loan

The obligation of each Lender on any date (including the Effective Date) to make any Loan is subject to the satisfaction of each of the following conditions precedent:

(a) Request for Borrowing. With respect to any Loan, the Administrative Agent shall have received a duly executed Notice of Borrowing.

(b) Representations and Warranties; No Defaults. The following statements shall be true on the date of such Loan, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds therefrom:

(i) the representations and warranties set forth in Article IV (Representations and Warranties) and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date and shall be true and correct in all material respects on and as of any such date after the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided, however, that none of the Loan Parties shall be required to make the representations and warranties contained in Section 4.4 (Material Adverse Change) and Section 4.5 (Litigation) (including any litigation as it may relate to environmental or labor matters); and

(ii) no Default or Event of Default shall have occurred and be continuing.

(c) No Legal Impediments. The making of the Loans on such date does not violate any Requirement of Law on the date of or immediately following such Loan and is not enjoined, temporarily, preliminarily or permanently.

(d) Additional Matters. The Administrative Agent shall have received such additional documents, information and materials as any Lender, through the Administrative Agent, may reasonably request.

Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing and the acceptance by the Borrower of the proceeds of each Loan requested therein shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clause (b) above on the date of the making of such Loan.

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Section 3.3 Determinations of Initial Borrowing Conditions

For purposes of determining compliance with the conditions specified in Section 3.1 (Conditions Precedent to Effectiveness of this Agreement), each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders and the Administrative Agent to enter into this Agreement, each Loan Party represents and warrants each of the following to the Lenders and the Administrative Agent, on and as of the Effective Date and the making of the Loans and the other financial accommodations on the Effective Date and on and as of each other date as required by Section 3.2(b)(i) (Conditions Precedent to Each Loan):

Section 4.1 Corporate Existence; Compliance with Law

The Company and each of its Material Subsidiaries (a) is duly organized, validly existing and in good standing (where such concept is legally relevant) under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing (where such concept is legally relevant) under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing (where such concept is legally relevant) would not, in the aggregate, be reasonably likely to have a Material Adverse Effect, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) with respect to the Company and any Material Subsidiaries that are Domestic Subsidiaries, is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, be reasonably likely to have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 4.2 Corporate Power; Authorization; Enforceable Obligations

(a) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:

(i) are within such Loan Party’s corporate or other powers;

(ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions to Loans) will have been duly authorized by all necessary action, including the consent of shareholders, partners and members where required;

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(iii) do not and will not (A) contravene such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Loan Party or any of its Subsidiaries, or (D) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Material Subsidiaries; and

(iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the Effective Date, obtained or made, copies of which have been or will be delivered to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Effectiveness of this Agreement), and each of which on the Effective Date will be in full force and effect.

(b) This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.

Section 4.3 Financial Statements

(a) The Consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2006, and the related Consolidated statements of income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal year then ended, certified by the Company’s Accountants, and the Consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2007, and the related Consolidated statements of income and cash flows of the Company and its Subsidiaries for the three months then ended, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at September 30, 2007, and said statements of income and cash flows for the three months then ended, to the absence of footnote disclosure and normal recurring year-end audit adjustments, the Consolidated financial condition of the Company and its Subsidiaries as at such dates and the Consolidated results of the operations of the Company and its Subsidiaries for the period ended on such dates, all in conformity with GAAP.

Section 4.4 Material Adverse Change

Since December 31, 2006, there has been no Material Adverse Change and there have been no events or developments that, in the aggregate, have had a Material Adverse Effect.

Section 4.5 Litigation

Except as set forth on Schedule 4.5 (Litigation), there are no pending or, to the knowledge of the Company, threatened actions, investigations or proceedings affecting the Company or any of its Material Subsidiaries before any court, Governmental Authority or arbitrator other than those that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The performance of any action by any Loan Party required or contemplated by any Loan Document, is not restrained or enjoined (either temporarily, preliminarily or permanently).

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Section 4.6 Taxes

The Company and each of its Material Subsidiaries have filed, have caused to be filed or have been included in all tax returns (federal, state, local and foreign) required to be filed and have paid (or have accrued any taxes shown that are not due with the filing of such returns) all taxes shown thereon to be due, together with applicable interest and penalties, except in any case where the failure to file any such return or pay any such tax is not in any respect material to the Company or the Company and its Subsidiaries taken as a whole.

Section 4.7 Full Disclosure

The information prepared or furnished by or on behalf of the Loan Parties in connection with this Agreement or the consummation of the transactions contemplated hereunder taken as a whole, including the information contained in the Disclosure Documents, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein, in light of the time and circumstances under which they were made, not misleading.

Section 4.8 Investment Company Act; Public Utility Holding Company Act

Neither the Company nor any of its Material Subsidiaries is (a) an “investment company” or an “affiliated Person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended or (b) a “holding company,” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,” as each such term is defined and used in the Public Utility Holding Company Act of 1935, as amended.

Section 4.9 ERISA

(a) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that it has incurred any Withdrawal Liability, and neither the Company nor any of its ERISA Affiliates, to the best of the Company’s knowledge and belief, is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan, in each case other than any Withdrawal Liability that would not have a Material Adverse Effect.

(c) Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, except where such reorganization or termination would not reasonably be expected to have a Material Adverse Effect.

Section 4.10 Environmental Matters.

Except as disclosed in the Company’s SEC filings filed with respect to periods ending on or prior to September 30, 2007:

(a) The operations of the Company and each of its Material Subsidiaries have been and are in compliance with all Environmental Laws, including obtaining and complying with all required Permits required under or by Environmental Laws (collectively, “Environmental Permits”), other than non-compliances that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

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(b) None of the Company or any of its Material Subsidiaries or any real property currently or, to the knowledge of the Company, previously owned, operated or leased by or for the Company or any of its Material Subsidiaries is subject to any pending or, to the knowledge of the Company, threatened, claim, order, agreement, notice of potential liability or is the subject of any pending or threatened proceeding or governmental investigation under or pursuant to Environmental Laws other than those that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

(c) Except as disclosed on Schedule 4.10 (Environmental Matters), none of the real property owned or operated by the Company or any of its Material Subsidiaries that is a U.S. Subsidiary is a treatment, storage or disposal facility requiring a Permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. and the regulations thereunder.

(d) There are no facts, circumstances or conditions arising out of or relating to the operations or ownership of the Company or of real property owned, operated or leased by the Company or any of its Material Subsidiaries that are not specifically included in the financial information furnished to the Lenders other than those that, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

(e) As of the date hereof, no Environmental Lien has attached to any property of the Borrower or any of its Material Subsidiaries and, to the knowledge of the Company, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property.

Section 4.11 Ownership of Properties; Liens.

Each of the Company and its Material Subsidiaries has good title to, a valid leasehold interest in, or other valid legal rights to use, all of the real and personal property used in the ordinary course of its business, and none of such property is subject to any Lien (other than as permitted by Section 8.1), except to the extent that the absence of such title, leasehold interest or legal right, in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 4.12 OFAC

The Company and its Subsidiaries are in compliance with applicable regulations and executive orders administered by OFAC to the extent applicable to such Person. The proceeds of any Loan will not be used and have not been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

Section 4.13 Professional Market Party Representation of the Borrower

The Borrower is in compliance with the Dutch Banking Act and any regulations issued pursuant thereto (including but not limited to, the Policy Rule and the Dutch Banking Act Exemption Regulation) and it has duly verified in accordance with the Dutch Banking Act and regulations issued pursuant thereto that each Lender is a Professional Market Party.

Section 4.14 Dutch Tax Acts

The Borrower has not given any notice under Article 36 of the Tax Collection Act (Invorderingswet 1990) (The Netherlands) or Article 16d of the Social Insurance Coordination Act (Coordinatiewet Sociale Verzekeringen) (The Netherlands).

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ARTICLE V

FINANCIAL COVENANTS

Each of the Loan Parties agrees with the Lenders and the Administrative Agent to each of the following as long as any Obligation or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 5.1 Maximum Leverage Ratio

The Company shall maintain, on the last day of each Fiscal Quarter, a Leverage Ratio of not more than a ratio of 3.5 to 1.0.

Section 5.2 Minimum Interest Coverage Ratio

The Company shall maintain an Interest Coverage Ratio, as determined as of the last day of each Fiscal Quarter, for the four Fiscal Quarters ending on such day, of at least a minimum ratio of 3.5 to 1.0.

ARTICLE VI

REPORTING COVENANTS

Each of the Loan Parties agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 6.1 Financial Statements

The Company shall furnish to the Administrative Agent (with sufficient copies for each of the Lenders or in electronic, readable and duplicable form) each of the following:

(a) Quarterly Reports. Within 45 days after the end of each Fiscal Quarter of each Fiscal Year, other than the fourth Fiscal Quarter of such Fiscal Year, financial information regarding the Company and its Subsidiaries consisting of Consolidated unaudited balance sheets as of the close of such quarter and the related statements of income and cash flows for such quarter and that portion of the Fiscal Year ending as of the close of such quarter, setting forth in comparative form the figures for the corresponding period in the prior year, in each case certified by a Responsible Officer of the Company as fairly presenting the Consolidated financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).

(b) Annual Reports. Within 90 days after the end of each Fiscal Year, financial information regarding the Company and its Subsidiaries consisting of Consolidated balance sheets of the Company and its Subsidiaries as of the end of such year and related statements of income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified without qualification as to the scope of the audit by the Company’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present the Consolidated financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the

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Company’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Company’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards.

(c) Compliance Certificate. Together with each delivery of any financial statement pursuant to clause (a) or (b) above, a certificate of a Responsible Officer of the Company (each, a “Compliance Certificate”) (i) showing in reasonable detail the calculations used in determining the Leverage Ratio and demonstrating compliance with each of the financial covenants contained in Article V (Financial Covenants) that is tested on a quarterly basis and (ii) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action that the Company proposes to take with respect thereto.

Section 6.2 Default Notices

(a) As soon as practicable, and in any event within five Business Days after a Responsible Officer of any Loan Party has actual knowledge of the existence of any Default, Event of Default or other event having had a Material Adverse Effect or having any reasonable likelihood of causing or resulting in a Material Adverse Change, the Borrower and the Company shall give the Administrative Agent notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day.

(b) As soon as practicable, and in any event within five Business Days after a Responsible Officer of any of the Company or any of its Material Subsidiaries has actual knowledge of the existence of any default under any Indebtedness of the Company or any such Subsidiary which is outstanding in a principal amount of at least $50,000,000 in the aggregate (but excluding Indebtedness evidenced by the Notes), the Company shall give the Administrative Agent notice specifying the nature of such default, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day.

Section 6.3 Litigation

Promptly after the commencement thereof, the Company shall give the Administrative Agent written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, affecting the Company or any of its Material Subsidiaries that (i) seeks injunctive or similar relief that, if granted, would reasonably be expected to have a Material Adverse Effect or (ii) in the reasonable judgment of the Company or such Subsidiary, exposes the Company or such Subsidiary to liability that, if adversely determined, would reasonably be expected to have a Material Adverse Effect.

Section 6.4 SEC Filings; Press Releases

Promptly after the sending or filing thereof, the Company shall send the Administrative Agent copies, electronic or otherwise, of (a) all reports that the Company sends to its security holders generally, (b) all reports and registration statements that the Company or any of its Material Subsidiaries files with the SEC or any national or foreign securities exchange or the National Association of Securities Dealers, Inc., (c) all financial and other material press releases and (d) all other statements concerning material changes or developments in the business of any Loan Party made available by any Loan Party to the public or any other creditor.

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Section 6.5 ERISA Matters

The Company shall furnish the Administrative Agent (with sufficient copies for each of the Lenders or in electronic, readable and duplicable form) each of the following:

(a) promptly and in any event within 30 days after the Company or any ERISA Affiliate knows or should reasonably know that any ERISA Event has occurred, a statement of a principal financial officer of the Company describing such ERISA Event and the action, if any, which the Company or such ERISA Affiliate proposes to take with respect thereto;

(b) promptly and in any event within 10 Business Days after receipt thereof by the Company or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan where such action would have a Material Adverse Effect; and

(c) promptly and in any event within 20 Business Days after receipt thereof by the Company or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Company or any ERISA Affiliate (i) that it has incurred a Withdrawal Liability to a Multiemployer Plan, (ii) of the reorganization or termination, within the meaning of Title IV of ERISA, of any Multiemployer Plan or (iii) the amount of liability incurred, or which may be incurred, by the Company or any ERISA Affiliate in connection with any event described in clause (a) or (b) above.

Section 6.6 Other Information

The Company shall provide the Administrative Agent and each requesting Lender with such other information respecting the business, properties, condition, financial or otherwise, or operations of the Company or any of its Subsidiaries as the Administrative Agent or such Lender through the Administrative Agent may from time to time reasonably request.

ARTICLE VII

AFFIRMATIVE COVENANTS

Each of the Loan Parties agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 7.1 Preservation of Corporate Existence, Etc.

The Company shall, and shall cause each of its Material Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Section 8.2 (Restriction on Fundamental Changes).

Section 7.2 Compliance with Laws, Etc.

The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, including ERISA and Environmental Laws, except where the failure so to comply would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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Section 7.3 Conduct of Business

The Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice and (b) use its reasonable efforts, in the ordinary course and consistent with past practice, to preserve its business and the goodwill and business of the customers, advertisers, suppliers and others having business relations with the Company or any of its Subsidiaries, except in each case where the failure to comply with the covenants in each of clauses (a) and (b) above would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 7.4 Payment of Taxes, Etc.

The Company shall, and shall cause each of its Material Subsidiaries to, pay and discharge before the same shall become delinquent, all federal taxes and all other material and lawful governmental claims, taxes, assessments, charges and levies, except where contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of the Company or the appropriate Subsidiary in conformity with GAAP.

Section 7.5 Maintenance of Insurance

The Company shall maintain for, itself, and cause to be maintained for each of its Material Subsidiaries, insurance with responsible and reputable insurance companies or associations in such amounts (subject to customary retentions and deductibles) and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or such Subsidiary operates.

Section 7.6 Access

The Company shall from time to time permit the Administrative Agent and the Lenders, or any agents or representatives thereof, within two Business Days after written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required) to (a) examine and make copies of and abstracts from the records and books of account of the Company and each of its Material Subsidiaries, (b) visit the properties of the Company and each of its Material Subsidiaries, (c) discuss the affairs, finances and accounts of the Company and each of its Material Subsidiaries with any of their respective officers or directors and (d) communicate directly with any of its certified public accountants (including the Company’s Accountants). The Company shall authorize its certified public accountants (including the Company’s Accountants) to disclose to the Administrative Agent or any Lender any and all financial statements and other information of any kind, as the Administrative Agent or any Lender reasonably requests from the Company and that such accountants may have with respect to the business, financial condition, results of operations or other affairs of the Company or any of its Material Subsidiaries.

Section 7.7 Keeping of Books

The Company shall, and shall cause each of its Material Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made in conformity with GAAP of all financial transactions and the assets and business of the Company and each such Material Subsidiary.

Section 7.8 Maintenance of Properties, Etc.

The Company shall, and shall cause each of its Material Subsidiaries to, maintain and preserve (a) in good working order and condition all of its properties necessary in the conduct of its

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business, (b) all rights, permits, licenses, approvals and privileges (including all Permits) used or useful or necessary in the conduct of its business and (c) all registered patents, trademarks, trade names, copyrights and service marks with respect to its business, except where failure to so maintain and preserve the items set forth in clauses (a), (b) and (c) above would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 7.9 Application of Proceeds

The Borrower shall use the entire amount of the proceeds of the Loans (i) to make or repay loans to Affiliates of the European Parent, the proceeds of which will be used by such Affiliates to make distributions that will be paid directly or indirectly to the Company, (ii) to provide working capital from time to time for the European Parent and its Affiliates and (iii) for other general corporate purposes.

Section 7.10 Environmental

The Company shall, and shall cause all of its Material Subsidiaries to, comply in all material respects with Environmental Laws and, without limiting the foregoing, the Company shall, at its sole cost and expense, upon receipt of any notification or otherwise obtaining knowledge of any Release or other event that has any reasonable likelihood of the Company and its Material Subsidiaries incurring material Environmental Liabilities and Costs, (a) conduct or pay for consultants to conduct, such tests or assessments of environmental conditions at such operations or properties as the Company deems appropriate under the circumstances and (b) take such Remedial Action and undertake such investigation or other action as required by Environmental Laws or as any Governmental Authority requires or as is appropriate and consistent with good business practice to address the Release or event and otherwise ensure compliance with Environmental Laws.

ARTICLE VIII

NEGATIVE COVENANTS

The Company agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation or any Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 8.1 Liens, Etc.

The Company shall not, and shall not permit any of its Material Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of their respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, except for the following:

(a) Liens existing on the date of this Agreement and disclosed on Schedule 8.1 (Existing Liens);

(b) Customary Permitted Liens of the Company and the Company’s Material Subsidiaries;

(c) purchase money Liens granted by the Company or any Material Subsidiary of the Company (including Liens arising pursuant to Capital Leases and purchase money mortgages or security interests securing Indebtedness representing or financing the purchase price of equipment (or improvements to existing equipment) acquired by the Company or any Material Subsidiary of the

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Company) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease;

(d) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (a) or (c) above or this clause (d) without any change in the assets subject to such Lien;

(e) Liens in favor of lessors securing operating leases permitted hereunder;

(f) Liens on any tangible or intangible asset or property of a Foreign Subsidiary securing the Foreign Credit Lines of such Foreign Subsidiary or a refinancing thereof;

(g) Liens created in connection with a Receivables Transaction; provided, however, that the aggregate outstanding amount of all Indebtedness secured by such Liens created pursuant to this paragraph (g) does not exceed $500,000,000; and

(h) Liens that are not otherwise permitted by the foregoing clauses of this Section 8.1 securing obligations or other liabilities of any Subsidiary; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not exceed $100,000,000 at any time.

Section 8.2 Restriction on Fundamental Changes

The Company shall not, and shall not permit any of its Material Subsidiaries to:

(a) merge or consolidate with or into, or

(b) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of the property (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to, or

(c) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions, and whether by or pursuant to merger, consolidation or any other arrangement), any property (whether now owned or hereafter acquired) essential to the conduct of the Company and its Subsidiaries, taken as a whole, to

any Person; provided, however, that so long as no Default shall have occurred and then be continuing or would result therefrom,

(i) the Company may merge or consolidate with another Person so long as the Company is the surviving entity; and

(ii) any U.S. Material Subsidiary may merge or consolidate with the Company or another U.S. Material Subsidiary, so long as (1) the surviving entity is a U.S. corporation and (2) the Person surviving such consolidation or merger (other than a consolidation or merger with or into the Company) is a U.S. Material Subsidiary.

Section 8.3 Change in Nature of Business

The Company shall not, and shall not permit any of its Subsidiaries to, make any material change in the nature or conduct of FMC’s Business, whether in connection with any transaction permitted by Section 8.2 or otherwise.

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Section 8.4 Modification of Constituent Documents

The Company shall not, nor shall it permit any of its Subsidiaries to, change its capital structure (including in the terms of its outstanding Stock) or otherwise amend its Constituent Documents, except for changes and amendments that would not reasonably be expected to have a Material Adverse Effect.

Section 8.5 Accounting Changes; Fiscal Year

The Company shall not, and shall not permit any of its Subsidiaries to, change its (a) accounting treatment and reporting practices or tax reporting treatment, except as required or permitted by GAAP, or (b) Fiscal Year.

Section 8.6 Margin Regulations

The Company shall not, and shall not permit any of its Material Subsidiaries to, use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

Section 8.7 No Speculative Transactions

The Company shall not, and shall not permit any of its Subsidiaries to, enter into any Hedging Contract solely for speculative purposes or other than for the purpose of hedging risks associated with the businesses of the Company and its Material Subsidiaries, as done in the ordinary course of such businesses.

Section 8.8 Compliance with ERISA

The Company shall not cause or permit to occur, and shall not permit any of its ERISA Affiliates to cause or permit to occur, (a) an event that could result in the imposition of a Lien under Section 412 of the Code or Section 302 or 4068 of ERISA or (b) ERISA Events that would have a Material Adverse Effect in the aggregate.

ARTICLE IX

EVENTS OF DEFAULT

Section 9.1 Events of Default

Each of the following events shall be an Event of Default:

(a) the Borrower shall fail to pay any principal of any Loan when the same becomes due and payable; or

(b) the Borrower shall fail to pay any interest on any Loan, any fee under any of the Loan Documents or any other Obligation (other than one referred to in clause (a) above) and such non-payment continues for a period of three Business Days after the due date therefor; or

(c) any representation or warranty made or deemed made by any Loan Party in any Loan Document or by any Loan Party (or any of its officers) in connection with any Loan Document shall

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prove to have been incorrect in any material respect when made or deemed made; provided that, no Event of Default shall occur under this clause (c) by reason of any representation by the Borrower set out in Section 4.13 being untrue in any material respect as a result of a Lender’s representation under Section 12.2(k) and/or an Assignment and Acceptance (as relevant) as to its status as a Professional Market Party being untrue; or

(d) any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Article V (Financial Covenants), Section 6.1 (Financial Statements), Section 6.2 (Default Notices), Section 7.1 (Preservation of Corporate Existence, Etc.), or Article VIII (Negative Covenants) or (ii) any other term, covenant or agreement contained in this Agreement if such failure under this clause (ii) shall remain unremedied for 30 days after the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(e)(i) the Company or any of its Material Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness which is outstanding in a principal amount of at least $50,000,000 in the aggregate (but excluding Indebtedness evidenced by the Notes) of the Company or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, (ii) any such Indebtedness shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof and the Company or such Subsidiary shall have failed to make such payment or effect such repurchase, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness, provided that any required notice of such event or condition shall have been given or any applicable grace period shall have expired; provided, however, that if there is acceleration of any Indebtedness which is included under this clause (e) solely because of a Guarantee by the Company or one of its Material Subsidiaries, an Event of Default will not exist under this clause (e) so long as the Company or such Material Subsidiary, as the case may be, fully performs its obligations in a timely manner under such Guarantee upon demand therefor by the beneficiary thereof; or

(f) the Company or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Company or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g) one or more judgments or orders (or other similar process) involving, in the case of money judgments, an aggregate amount in excess of $50,000,000, to the extent not covered by insurance, shall be rendered against one or more of any Loan Party and its Subsidiaries and either

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(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(h) an ERISA Event shall occur and the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, would reasonably be expected to have a Material Adverse Effect; or

(i) any provision of any Guaranty after delivery thereof pursuant to this Agreement or any other Loan Document shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party party thereto, or any Loan Party shall so state in writing; or

(j) there shall occur any Change of Control; or

(k) the Company shall cease to own, directly or indirectly, 100% of all of the issued and outstanding capital stock of the European Parent or the Borrower; or

(l) the European Parent shall cease to own, directly or indirectly, 100% of all of the issued and outstanding capital stock of the Borrower; or

(m) the Company or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan which would reasonably be expected to have a Material Adverse Effect; or

(n) the Company or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and such reorganization or termination would reasonably be expected to have a Material Adverse Effect.

Section 9.2 Remedies

During the continuance of any Event of Default, the Administrative Agent (a) may, and, at the request of the Requisite Lenders, shall, by notice to the Borrower declare that all or any portion of the Commitments be terminated, whereupon the obligation of each Lender to make any Loan shall immediately terminate and (b) may and, at the request of the Requisite Lenders, shall, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of the Events of Default specified in Section 9.1(f) (Events of Default), (x) the Commitments of each Lender to make Loans and the commitments of each Lender shall each automatically be terminated and (y) the Loans, all such interest and all such amounts and Obligations shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. In addition to the remedies set forth above, the Administrative Agent may exercise any other remedies provided by applicable law.

Section 9.3 Rescission

If at any time after termination of the Commitments or acceleration of the maturity of the Loans, the Borrower shall pay all arrears of interest and all payments on account of principal of the Loans that shall have become due otherwise than by acceleration (with interest on principal and, to the extent

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permitted by law, on overdue interest, at the rates specified herein) and all Events of Default and Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 12.1 (Amendments, Waivers, Etc.), then upon the written consent of the Requisite Lenders and written notice to the Borrower, the termination of the Commitments or the acceleration and their consequences may be rescinded and annulled; provided, however, that such action shall not affect any subsequent Event of Default or Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision that may be made at the election of the Requisite Lenders, and such provisions are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

ARTICLE X

GUARANTY

Section 10.1 Guaranty

(a) To induce the Lenders to make the Loans, the Guarantors hereby each absolutely, unconditionally and irrevocably guarantee, as primary obligors and not merely as sureties, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations of the Borrower under this Agreement (such Obligations, the “Guarantied Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, and whether enforceable or unenforceable as against any Borrower, now or hereafter existing, or due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under any Bankruptcy Law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection.

(b) Each Guarantor further agrees that, if any payment made by the Borrower or any other person and applied to the Guarantied Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid by any Lender or any other holder of Guarantied Obligations (the “Guarantied Parties”) to the Borrower, its estate, trustee, receiver or any other party, including the Guarantors, under any Bankruptcy Law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, each Guarantor’s liability under this Guaranty shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto this Guaranty shall have been cancelled or surrendered, the Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of each Guarantor in respect of the amount of such payment.

Section 10.2 Authorization; Other Agreements

The Guarantied Parties are hereby authorized, without notice to or demand upon the Guarantors, which notice or demand is expressly waived hereby, and without discharging or otherwise affecting the obligations of the Guarantors hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to:

(a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guarantied Obligations, or any part of them, or otherwise modify, amend

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or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon;

(b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including, without limitation, this Agreement and the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guarantied Parties or any of them;

(c) accept partial payments on the Guarantied Obligations;

(d) receive, take and hold additional security or collateral for the payment of the Guarantied Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

(e) settle, release, compromise, collect or otherwise liquidate the Guarantied Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner;

(f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guarantied Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser;

(g) apply to the Guarantied Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them to the Guarantied Obligations in such order as provided herein whether such Guarantied Obligations are secured or unsecured or guaranteed or not guaranteed by others; and

(h) refund at any time any payment received by any Guarantied Party in respect of any of the Guarantied Obligations, and payment to such Person of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantors hereunder in respect of the amount so refunded; even if any right of reimbursement or subrogation or other right or remedy of the Guarantors is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guarantied Obligations which impairs any subrogation, reimbursement or other right of the Guarantors).

Section 10.3 Guaranty Absolute and Unconditional

Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Article X are absolute and unconditional and shall not be discharged or otherwise affected as a result of:

(a) the invalidity or unenforceability of any of the Borrower’s obligations under this Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any

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security for, or other guaranty of the Guarantied Obligations or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations or any part of them;

(b) the absence of any attempt to collect the Guarantied Obligations or any part of them from the Borrower or other action to enforce the same;

(c) any Guarantied Party’s election, in any proceeding instituted under any Bankruptcy Law;

(d) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under any Bankruptcy Law;

(e) the disallowance, under any Bankruptcy Law, of all or any portion of the Administrative Agent’s or Lender’s claim (or claims) for repayment of the Guarantied Obligations ;

(f) any use of cash collateral under any Bankruptcy Law;

(g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

(h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason;

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, a Guarantor or any of any the Borrower’s Subsidiaries, including without limitation, any discharge of, or bar or stay against collecting, all or any of the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding;

(j) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding;

(k) any action taken by any Guarantied Party that is authorized hereby; or

(l) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Guarantied Obligations.

Section 10.4 Waivers

Each Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower. No Guarantor shall, until the Guarantied Obligations are irrevocably paid in full and the Commitments have been terminated, assert any claim or counterclaim it may have against the Borrower or set off any of its obligations to the Borrower against any obligations of the Borrower to it. In connection with the foregoing, each Guarantor covenants that its obligations hereunder shall not be discharged, except by complete performance.

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Section 10.5 Reliance

Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower and any and all endorsers and/or other guarantors of all or any part of the Guarantied Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guarantied Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party shall have any duty to advise it of information known to it regarding such condition or any such circumstances. In the event any Guarantied Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to each Guarantor, such Guarantied Party shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information which such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information or any other information to any Guarantied Party.

Section 10.6 Waiver of Subrogation and Contribution Rights

Until the Guarantied Obligations have been irrevocably paid in full and the Commitments have been terminated, the Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties or any part of them against the Borrower or any right of reimbursement or contribution or similar right against the Borrower by reason of this Agreement or by any payment made by either Guarantor in respect of the Obligations.

Section 10.7 Subordination

Each Guarantor hereby agrees that upon the occurrence of any Event of Default described in clause (f) of Section 9.1 (Events of Default) any Indebtedness of the Borrower now or hereafter owing to it, whether heretofore, now or hereafter created (the “Guaranty Subordinated Debt”), is hereby subordinated to all of the Obligations, and that, except as expressly permitted by this agreement, the Guaranty Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Guaranty is terminated and of no further force or effect. No Guarantors shall accept any payment of or on account of any Guaranty Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of Default described in clause (f) of Section 9.1 (Events of Default), the Borrower shall pay to the Administrative Agent any payment of all or any part of the Guaranty Subordinated Debt and any amount so paid to the Administrative Agent shall be applied to payment of the Obligations as provided in clause (g) of Section 2.11 (Payments and Computations). Each payment on the Guaranty Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by the applicable Guarantor as trustee for the Administrative Agent and the Lenders and shall be paid over to the Administrative Agent immediately on account of the Guarantied Obligations, but without otherwise affecting in any manner the Guarantors’ liability under this Article X. Each Guarantor agrees to file all claims against the Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guaranty Subordinated Debt, and the Administrative Agent shall be entitled to all of the Guarantors’ rights thereunder. If for any reason any Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of such Guarantor’s rights to any payments or distributions to which such

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Guarantor otherwise would be entitled. If the amount so paid is greater than the Guarantors’ liability under this Guaranty, the Administrative Agent shall pay the excess amount to the party entitled thereto.

Section 10.8 Default; Remedies

The obligations of the Guarantors under this Guaranty are independent of and separate from the Obligations. Upon any Event of Default, the Administrative Agent may, at its sole election, proceed directly and at once, without notice, against the Guarantors to collect and recover the full amount or any portion of the Guarantied Obligations then due, without first proceeding against the Borrower or any other guarantor of the Guarantied Obligations, or joining the Borrower or any other guarantor in any proceeding against any Guarantor. At any time after maturity of the Guarantied Obligations, the Administrative Agent may (unless the Guarantied Obligations have been irrevocably paid in full), without notice to the Guarantors, appropriate and apply toward the payment of the Guarantied Obligations (i) any indebtedness due or to become due from any Guarantied Party to any Guarantor and (ii) any moneys, credits or other property belonging to any Guarantor at any time held by or coming into the possession of any Guarantied Party or any of its respective Affiliates (other than trust accounts).

Section 10.9 Irrevocability

This Guaranty shall be irrevocable as to any and all of the Guarantied Obligations until the Commitments have been terminated and all monetary Guarantied Obligations then outstanding have been irrevocably repaid in cash.

Section 10.10 Setoff

Upon the occurrence and during the continuance of an Event of Default, each Guarantied Party and each Affiliate thereof may, without notice to the Guarantors and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of the Guarantied Obligations then due and payable (i) any indebtedness due or to become due from such Guarantied Party or Affiliate thereof to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of such Guarantied Party or Affiliate thereof (other than trust accounts).

Section 10.11 No Marshaling

Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalf thereof shall be under any obligation to marshal any assets in favor of such Guarantor or against or in payment of any or all of the Guarantied Obligations.

Section 10.12 Enforcement; Amendments; Waivers

No delay on the part of any Guarantied Party in the exercise of any right or remedy arising under this Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Guarantied Obligations or any other guaranty of or security for all or any part of the Guarantied Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. Failure by any Guarantied Party at any time or times hereafter to require strict performance by the Guarantors, any other guarantor of all or any part of the Guarantied Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or times hereafter executed by such Persons and delivered to any Guarantied Party shall not waive, affect or diminish any right of such Person at any time or times hereafter to demand strict performance thereof and such right

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shall not be deemed to have been waived by any act or knowledge of any Guarantied Party or its Affiliates, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or such Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under this Agreement. No waiver of any Event of Default shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any Guarantied Party permitted hereunder shall in any way affect or impair any its rights and remedies or the obligations of the Guarantors under this Article X. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing by the Borrower to any Guarantied Party shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

ARTICLE XI

THE ADMINISTRATIVE AGENT

Section 11.1 Authorization and Action

(a) Each Lender hereby appoints CIP as the Administrative Agent hereunder and each Lender authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to personal liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

(c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and its duties are entirely administrative in nature. The Administrative Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship as the agent, fiduciary or trustee of or for any Lender or holder of any other Obligation. The Administrative Agent may perform any of its duties under any Loan Document by or through its agents or employees.

Section 11.2 Administrative Agent’s Reliance, Etc.

None of the Administrative Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the

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Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 12.2(d) (Assignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Section 11.3 Posting of Approved Electronic Communications

(a) Each of the Lenders, the Borrower and each Guarantor agrees that the Administrative Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Lenders by posting such Approved Electronic Communications on “e-Disclosure”, the Administrative Agent’s internet delivery system that is part of Fixed Income Direct, Citigroup Global Fixed Income’s primary web portal, IntraLinks™ or a successor electronic platform chosen by the Administrative Agent to be its internet delivery system (the “Approved Electronic Platform”).

(b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Borrower and each Guarantor acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders, the Borrower and each Guarantor hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes, and the Borrower shall cause each Guarantor to understand and assume, the risks of such distribution.

(c) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (THE “AGENT AFFILIATES”) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF

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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT AFFILIATES IN CONNECTION WITH THE APPROVED ELECTRONIC PLATFORM OR THE APPROVED ELECTRONIC COMMUNICATIONS.

(d) Each of the Lenders, the Borrower and each Guarantor agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.

Section 11.4 The Administrative Agent Individually

With respect to its Ratable Portion, CIP shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders”, “Requisite Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include, without limitation, the Administrative Agent in its individual capacity as a Lender, or as one of the Requisite Lenders. CIP and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with, any Loan Party as if CIP were not acting as the Administrative Agent.

Section 11.5 Lender Credit Decision

Each Lender acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender conduct its own independent investigation of the financial condition and affairs of the Borrower and each other Loan Party in connection with the making and continuance of the Loans. Each Lender also acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. Except for the documents expressly required by any Loan Document to be transmitted by the Administrative Agent to the Lenders, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come into the possession of the Person acting as Administrative Agent or any Affiliate thereof or any employee or agent of any of the foregoing.

Section 11.6 Indemnification

Each Lender agrees to indemnify the Administrative Agent and its respective Affiliates, and its directors, officers, employees, agents and advisors acting on behalf of the Administrative Agent (to the extent not reimbursed by the Borrower), from and against such Lender’s aggregate Ratable Portion of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Administrative Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors while acting on behalf of the Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other Loan Documents; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or such Affiliates’ gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse the

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Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Administrative Agent are not reimbursed for such expenses by the Borrower or another Loan Party.

Section 11.7 Successor Administrative Agent

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article XI as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Section 11.8 Other Agent Responsibilities.

The Mandated Lead Arrangers, Bookrunners and co-agents, in such capacities, shall have no duties or responsibilities hereunder except as specifically set forth in this Agreement.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Amendments, Waivers, Etc.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and, in the case of any amendment, by the Borrower, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following:

(i) waive any condition specified in Section 3.1 (Conditions Precedent to Effectiveness of this Agreement) or 3.2(b) (Conditions Precedent to Each Loan), except with

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respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to Effectiveness of this Agreement), subject to the provisions of Section 3.3 (Determinations of Initial Borrowing Conditions);

(ii) increase the Commitment of such Lender or subject such Lender to any additional obligation;

(iii) extend the scheduled final maturity of any Loan owing to such Lender, or waive, reduce or postpone any scheduled date fixed for the payment or reduction of principal of any such Loan (it being understood that Section 2.7 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction or termination of such Lender’s Commitment;

(iv) reduce the principal amount of any Loan owing to such Lender (other than by the payment or prepayment thereof);

(v) reduce the rate of interest on any Loan s outstanding to such Lender or any fee payable hereunder to such Lender;

(vi) postpone any scheduled date fixed for payment of such interest or fees owing to such Lender;

(vii) change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;

(viii) require additional consents to be obtained with respect to assignments and participations;

(ix) release the Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under any Guaranty except in connection with the sale or other disposition of a Guarantor permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement); or

(x) amend this Section 12.1, Section 12.7 (Sharing of Payments, Etc.) or any definition of the terms “Requisite Lenders” or “Ratable Portion”;

and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 12.2(f)(i) (Assignments and Participations), affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder and (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents.

(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender without requiring an executed counterpart from such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

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(c) If, in connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, the consent of Requisite Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 12.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, an Eligible Assignee reasonably acceptable to the Administrative Agent shall have the right with the Administrative Agent’s and consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Lender acting as the Administrative Agent or such Eligible Assignee, all of the Commitments and Revolving Credit Outstandings, and any other obligations hereunder of such Non-Consenting Lender for an amount equal to the principal balance of all Loans and all accrued interest and fees with respect thereto through the date of sale and all other amounts payable hereunder; provided, however, that such purchase and sale shall be recorded in the Register maintained by the Administrative Agent and not be effective until (x) if the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Borrower whereby such Eligible Assignee shall agree to be bound by the terms hereof and (y) such Non-Consenting Lender shall have received payments of all Revolving Loans held by it and all accrued and unpaid interest and fees with respect thereto through the date of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall execute and deliver to the Administrative Agent an Assignment an Acceptance to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (if the assigning Lender’s Loans are evidenced by Notes) subject to such Assignment and Acceptance; provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Section 12.2 Assignments and Participations

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of clauses (b) and (h) below, (ii) by way of participation in accordance with the provisions of clause (g) below or (iii) by way of a grant to a Special Purpose Vehicle or a pledge or assignment of a security interest subject to the restrictions of clause (f) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and permitted assigns, Participants to the extent provided in clause (g) below, Special Purpose Vehicles to the extent provided in clause (f) below and, to the extent expressly contemplated hereby, each of the Administrative Agent, the Lenders, their respective Affiliates and each of their respective partners, directors, officers, employees, agents, trustee, representatives, attorneys, consultants and advisors) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Each Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all or a portion of its Commitment and the Revolving Loans at the time owing to it); provided, however, that any such assignment shall be subject to the following conditions:

(i) (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Revolving Loans at the time owing to it or in the case of

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an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned and (B) in any case not described in clause (b)(i)(A) above, the aggregate amount of the Commitment (which for this purpose includes the Revolving Credit Outstandings thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Revolving Credit Outstandings of the assigning Lender subject to each such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall not be less than €5,000,000 or an integral multiple of €500,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Outstandings and the Commitment assigned.

(iii) No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) above and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall have occurred and be continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) such assignment is by an Affiliate of the Administrative Agent made within 15 Business Days after the Closing Date of its Commitment held on the Closing Date; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund.

(iv) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with (A) other than in respect of assignments made pursuant to Sections 2.18 (Substitution of Lenders) and Section 12.1 (Amendments, Waivers, Etc.), a processing and recordation fee of $3500 and (B) any Note (if the assigning Lender’s Loans are evidenced by a Note), subject to such assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(c) Subject to acceptance and recording thereof by the Administrative Agent in the Register pursuant to Section 2.5 (Evidence of Debt), and the receipt of the assignment fee referenced in clause (b)(iv) above, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, (B) the Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (C) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12(c) (Increased Costs), 2.13 (Capital Adequacy), 2.14 (Taxes), 12.3 (Costs and Expenses), 12.4 (Indemnities) and 12.5 (Limitation of Liability) with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this

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paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (g) of this Section 12.2.

(d) The Administrative Agent shall maintain at its address referred to in Section 12.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and shall record in the Register the names and addresses of the Lenders and the principal amount of the Loans owing to each Lender from time to time and the Commitments of each Lender. Any assignment pursuant to this Section 12.2 shall not be effective until such assignment is recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. The Administrative Agent shall provide the Borrower with a copy of the Register upon reasonable request.

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent, new Notes to the order of such assignee in an amount equal to the Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitments retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B (Form of Note).

(f) In addition to the other assignment rights provided in this Section 12.2 each Lender may do each of the following:

(i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder, provided, however, that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and

(ii) assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) without notice to or consent of the Administrative Agent or the Borrower, any Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) and (B) without consent of the Administrative Agent or the Borrower, (1) any holder of, or trustee for the benefit of, the holders of such Lender’s Securities and (2) any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above.

provided, however, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent

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foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 12.2 other than this clause (f) or clause (g) below. Each party hereto acknowledges and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, such party shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). The terms of the designation of, or assignment to, such Special Purpose Vehicle shall not restrict such Lender’s ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the departure by the Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent, the Lenders and other Secured Parties shall continue to, and shall be entitled to continue to, deal solely and directly with such Lender in connection with such Lender’s obligations under this Agreement, to the extent any such consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend this clause (f) or postpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Sections 2.13 (Capital Adequacy) and 2.14 (Taxes) and of Section 2.12(d) (Illegality) as if it were such Lender; provided, however, that anything herein to the contrary notwithstanding, no Borrower shall, at any time, be obligated to make under Section 2.13 (Capital Adequacy), 2.14 (Taxes) or Section 2.12(d) (Illegality) to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder; and provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders

(g) (i) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(ii) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such Participant under the Loan Documents, to which such Participant would otherwise be entitled under such participation. Subject to clause (h) below, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12(c) (Increased Costs), 2.13 (Capital Adequacy) or 2.14 (Taxes) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) above. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.6 (Right of Set-off) as though it were a Lender, provided such Participant agrees to be subject to Section 12.7 (Sharing of Payments, Etc.) as though it were a Lender.

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(h) A Participant shall not be entitled to receive any greater payment under Sections 2.12(c) (Increased Costs), 2.13 (Capital Adequacy) or 2.14 (Taxes) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of 2.14 (Taxes) unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with 2.14 (Taxes) as though it were a Lender.

(i) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(j) Notwithstanding anything to the contrary contained in this Section 12.2, no Lender shall make any assignment of, or participate any interest in, any Loan or Commitment to the Borrower to any Person if such Person is not a Professional Market Party (if required by Dutch law or Dutch regulation to be a Professional Market Party) under the Dutch Banking Act and Dutch Banking Act Exemption Regulation.

(k) Each Lender that is a party to this Agreement on the date hereof makes the following representations and warranties to the Borrower:

(i) that (x) it is a Professional Market Party and (y) it is aware that it does not benefit from the (creditor) protection offered by the Dutch Banking Act to lenders of monies to persons or entities that are subject to the prohibition of Section 82 of the Dutch Banking Act; and

(ii) it acknowledges that the Borrower has relied upon such representation and warranty.

Section 12.3 Costs and Expenses

(a) The Borrower agrees upon demand to pay, or reimburse the Administrative Agent and the Arrangers for, all of their respective reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including, without limitation, the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Weil, Gotshal & Manges and local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents) incurred by the Administrative Agent or the Arrangers in connection with any of the following: (i) the Administrative Agent’s audit and investigation of the Company and its Subsidiaries in connection with the preparation, negotiation or execution of any Loan Document or the Administrative Agent’s periodic audits of the Company or any of its Subsidiaries, as the case may be, (ii) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, messenger, audit, insurance, appraisal and consultant costs and expenses, and all search, filing and recording fees incurred or sustained by the Administrative Agent or the Arrangers in connection with the Facility, the Loan Documents or the transactions contemplated hereby and thereby, (iii) the preparation, negotiation, execution or interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any condition set forth in

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Article III (Conditions to Loans), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, any Loan Party, any of the Company’s Subsidiaries, this Agreement or any other Loan Document; provided that the Borrower shall not be responsible for the costs and expenses of referred to in this clause (vi) of any party to the extent such court proceeding shall have been caused by or resulted from the gross negligence, willful misconduct or willful breach of the Loan Documents of such party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (vii) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the Obligations, any Loan Party, any of the Company’s Subsidiaries, this Agreement or any other Loan Document and (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation, and execution of the same.

(b) The Borrower further agrees to pay or reimburse the Administrative Agent and each of the Lenders upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Administrative Agent, such Lenders in connection with any of the following: (i) in enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, any Loan Party, any of the Company’s Subsidiaries and related to or arising out of the transactions contemplated hereby or by any other Loan Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.

Section 12.4 Indemnities

(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, the Arrangers, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions to Loans)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person or whether or not any such Indemnitee is a party thereto and whether or not the transactions contemplated hereby are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Obligation or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not

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have any obligation under this Section 12.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence, willful misconduct or willful breach of the Loan Documents of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent or any Lender, or the Administrative Agent or any Lender having become the successor in interest to the Borrower or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, such Lender or any agent on behalf of the Administrative Agent or such Lender.

(b) The Borrower shall indemnify the Administrative Agent and the Arrangers and the Lenders, and hold the Administrative Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Arrangers and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

(c) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding or requested Remedial Action and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower’s choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Borrower shall promptly do so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.

(d) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 12.4) or any other Loan Document shall (i) survive payment in full of the Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.

Section 12.5 Limitation of Liability

(a) The Loan Parties agree that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Loan Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Loan Documents, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence, willful misconduct or willful breach of the

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Loan Documents. The Company hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(b) IN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR ANY AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Section 12.6 Right of Set-off

Upon the occurrence and during the continuance of any Event of Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or its Affiliates to or for the credit or the account of the Borrower against any and all of the Obligations now or hereafter existing whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and even though such Obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 12.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.

Section 12.7 Sharing of Payments, Etc.

(a) If any Lender obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) of the Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 12.3 (Costs and Expenses) or 12.4 (Indemnities) (other than payments pursuant to Sections 2.12 (Special Provisions Governing Eurocurrency Rate Loans), 2.13 (Capital Adequacy) or 2.14 (Taxes)) in excess of its Ratable Portion of all payments of such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in their Loans or other Obligations as shall be necessary to cause such Purchasing Lender to share the excess payment ratably with each of them.

(b) If all or any portion of any payment received by a Purchasing Lender is thereafter recovered from such Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender’s ratable share (according to the proportion of (i) the amount of such Selling Lender’s required repayment in relation to (ii) the total amount so recovered from the Purchasing Lender) of any interest or other amount paid or payable by the Purchasing Lender in respect of the total amount so recovered.

(c) The Borrower agrees that any Purchasing Lender so purchasing a participation from a Selling Lender pursuant to this Section 12.7 may, to the fullest extent permitted by law, exercise

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all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 12.8 Notices, Etc.

All notices, demands, requests and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows:

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(a) if to the Borrower or any Guarantor:

FMC

Corporation or c/o FMC Corporation, as applicable

1735 Market Street

Philadelphia, Pennsylvania 19103

Attention: Thomas C. Deas, Jr.

Telecopy Number: (215) 299-6557

E-Mail Address: fmc_treasurer@fmc.com

with a copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

Attention: Howard L. Meyers

Telecopy Number: (215) 963-5001

E-Mail Address: hmeyers@morganlewis.com

(b) if to any Lender, at its Eurocurrency Lending Office specified opposite its name on Schedule II (Lending Offices and Addresses for Notices) or on the signature page of any applicable Assignment and Acceptance;

(c) if to CIP, as the Administrative Agent, at its Eurocurrency Lending Office specified opposite its name on Schedule II (Lending Offices and Addresses for Notices), with a copy to:

WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue

New York, New York 10153-0119

Attention: Douglas R. Urquhart

Telecopy Number: (212) 310-8007

E-Mail Address: douglas.urquhart@weil.com

or at such other address as shall be notified in writing (x) in the case of the Borrower and the Administrative Agent, to the other parties and (y) in the case of all other parties, to the Borrower and the Administrative Agent. All such notices and communications shall be effective upon personal delivery (if delivered by hand, including any overnight courier service), when deposited in the mails (if sent by mail), or when properly transmitted (if sent by a telecommunications device or through the Internet); provided, however, that notices and communications to the Administrative Agent pursuant to Article II (The Facility) or Article XI (The Administrative Agent) shall not be effective until received by the Administrative Agent.

Section 12.9 No Waiver; Remedies

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

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Section 12.10 Binding Effect

(a) This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender that such Lender has executed it and thereafter shall be binding upon and inure solely to the benefit of the Borrower, the Administrative Agent and each Lender and, in each case, their respective successors and assigns; provided, however, that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

(b) On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Effective Date), (ii) the representations and warranties made by the Loan Parties prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Effective Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities.

(c) The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder.

(d) On and after the Effective Date, (i) all references to the Existing Credit Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Credit Agreement, as amended and restated hereby.

(e) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or any other Loan Document.

Section 12.11 Governing Law

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 12.12 Submission to Jurisdiction; Service of Process

(a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower

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hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b) The Borrower and the European Parent hereby designate, appoint and empower FMC Corporation, 1735 Market Street, Philadelphia, Pennsylvania 19103, Attention: Thomas C. Deas, Jr., Telecopy Number: (215) 299-6557 (electronic mail address: fmc_treasurer@fmc.com)(the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Borrower in care of the Process Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Borrower at its address specified in Section 12.8 (Notices, Etc.). The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Nothing contained in this Section 12.2 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Loan Party in any other jurisdiction.

(d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Euros or Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Euros or Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter. The obligation of the Borrower in respect of any sum due from it to any Lender shall, notwithstanding any judgment in a currency other than the Required Currency, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in a currency other than a currency required by this Agreement (the “Required Currency”), the Lender may in accordance with normal banking procedures purchase the Required Currency with such other currency. If the amount so purchased is less than the sum originally due in the Required Currency, the Borrower agrees as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss. The Borrower’s liability hereunder constitutes a separate and independent liability which shall not merge with any judgment or any partial payment or enforcement of payment of sums due under this Agreement.

Section 12.13 Waiver of Jury Trial

EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE LOAN PARTIES IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

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Section 12.14 Marshaling; Payments Set Aside

None of the Administrative Agent, any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or any such Person exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 12.15 Section Titles

The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection hereof immediately followed by a reference in parenthesis to the title of the Section containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire Section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such Section, the reference to the title shall govern absent manifest error. If any reference to the number of a Section (but not to any clause, sub-clause or subsection thereof) is followed immediately by a reference in parenthesis to the title of a Section, the title reference shall govern in case of direct conflict absent manifest error.

Section 12.16 Execution in Counterparts

This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all parties shall be lodged with the Borrower and the Administrative Agent.

Section 12.17 Entire Agreement

This Agreement, together with all of the other Loan Documents and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 12.18 Confidentiality

Each Lender and the Administrative Agent agree to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the U.S. National Association of Insurance

69

CREDIT AGREEMENT

FMC FINANCE B.V.

Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.18, to (i) any assignee of, Participant in or Special Purpose Vehicle grantee of any option described in Section 12.2(f)(i) (Assignments and Participations) or any prospective assignee of, Participant in or Special Purpose Vehicle grantee of any option described in Section 12.2(f)(i) (Assignments and Participations), any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) any rating agency or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.18. or (ii) becomes available to the Administrative Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. Any Person required to maintain the confidentiality of the Information as provided in this Section 12.18 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information .

Section 12.19 USA PATRIOT Act

Each Lender subject to the Patriot Act hereby notifies the Borrower that, pursuant to Section 326 of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, including the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

[SIGNATURE PAGES FOLLOW]

70

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

FMC FINANCE B.V., as Borrower
By:	/s/ Thomas C. Deas, Jr.
	Thomas C. Deas, Jr.
	Authorized Signatory, as Attorney-in-Fact
FMC CORPORATION, as Company
By:	/s/ Thomas C. Deas, Jr.
	Thomas C. Deas, Jr.
	Vice President and Treasurer
FMC CHEMICALS NETHERLANDS B.V., as European Parent
By:	/s/ Thomas C. Deas, Jr.
	Thomas C. Deas, Jr.
	Authorized Signatory, as Attorney-in-Fact

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

CITIBANK INTERNATIONAL PLC, as Administrative Agent and Lender
By:	/s/ Paul Gibbs

Name:	Paul Gibbs
Title:	Director

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

CITIGROUP GLOBAL MARKETS LIMITED, as Mandated Lead Arranger and Bookrunner
By:	/s/ Paul Gibbs

Name:	Paul Gibbs
Title:	Director

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

BANC OF AMERICA SECURITIES LLC, as Mandated Lead Arranger and Bookrunner
By:	/s/ B. Timothy Keller

Name:	B. Timothy Keller
Title:	Principal

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

ABN AMRO BANK N.V., as Mandated Lead Arranger and Lender
By:	/s/ Patricia Christy

Name:	Patricia Christy
Title:	Director
By:	/s/ Michele Costello
Name:	Michele Costello
Title:	Director

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

BANCO BILBOA VIZCAYA AGENTARIA S.A., as Mandated Lead Arranger and Lender
By:	/s/ Miguel Lara
Name:	Miguel Lara
Title:	Managing Director
	/s/ AM Sarfaty
	AM Sarfaty
	Vice President

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

NATIONAL CITY BANK, as Mandated Lead Arranger and Lender
By:	/s/ Donna J. Emhart
Name:	Donna J. Emhart
Title:	Vice President

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

WACHOVIA BANK, NATIONAL ASSOCIATION, as Mandated Lead Arranger and Lender
By:	/s/ Barbara Van Meerten
Name:	Barbara Van Meerten
Title:	Director

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

Lenders:
BANK OF AMERICA, N.A., as Lender
By:	/s/ Edwin B. Cox, Jr.

Name:	Edwin B. Cox, Jr.
Title:	Senior Vice President

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
as Lender
By:	/s/ Maria Ferradas

Name:	Maria Ferradas
Title:	Vice President

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH
as Lender
By:	/s/ Matthew DeCarlo
Name:	Matthew DeCarlo
Title:	Vice President
By:	/s/ Nikolai von Mengden
Name:	Nikolai von Mengden
Title:	Senior Vice President

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

DNB NOR BANK ASA
as Lender
By:	/s/ Philip F. Kurpiewski

Name:	Philip F. Kurpiewski
Title:	Senior Vice President

By: /s/ Thomas Tangen

Name:	Thomas Tangen
Title:	First Vice President

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

FORTIS BANK S.A. / N.V.
as Lender
By:	/s/ Nicolas Rubbers
Name:	Nicolas Rubbers
Title:	Director
By:	/s/ Benoit Mélot
Name:	Benoit Mélot
Title:	Executive Director

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

KBC BANK NEDERLAND NV

as Lender

By:

Name:

Title:

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

SOCIETE GENERALE
as Lender
By:	/s/ Milissa A. Goeden
Name:	Milissa A. Goeden
Title:	Director

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

SUMITOMO MITSUI BANKING CORPORATION
as Lender
By:	/s/ David A. Buck
Name:	David A. Buck
Title:	Senior Vice President

[SIGNATURE PAGE TO FMC FINANCE B.V. CREDIT AGREEMENT]

Schedule I

Commitments

Lender	Revolving Credit Commitments
Citibank International PLC	€	22,500,000
Bank of America, N.A.	€	22,500,000
ABN AMRO Bank N.V.	€	17,500,000
Banco Bilbao Vizcaya Argentaria SA	€	17,500,000
National City Bank	€	17,500,000
Wachovia Bank, N.A.	€	17,500,000
Bank of Toyko-Mitsubishi Trust Company	€	15,000,000
Bayerische Landesbank, Cayman Islands Branch	€	15,000,000
DnB NOR Bank ASA	€	15,000,000
Fortis Bank S.A. / N.V.	€	15,000,000
KBC Bank Nederland NV	€	15,000,000
Societe Generale	€	15,000,000
Sumitomo Mitsui Banking Corporation, New York	€	15,000,000
Total	€	220,000,000

1

Schedule II

Lending Offices and Addresses for Notices

Lender	Lending Office	Address for Notices
Citibank International PLC, London	5th Floor, Citigroup Centre Canada Square, Canary Wharf London E14 5LB	Citibank International PLC UK Loans Processing Unit 5th Floor, Citigroup Centre Canada Square, Canary Wharf London E14 5LB Attn: Sam Adler +44 20 7508 6308 +44 20 7942 7512 (fax)
Bank of America, N.A.	Bank of America, N.A., 335 Madison Avenue New York, NY 10017	5 Canada Square London, E14 5AQ United Kingdom Attn: Geraldine Simmons & Fiona Gee E-mail: geraldine.simmons@bankofamerica.com fiona.lee@bankofamerica.com +44 207 174 5835/5837 +44 207 174 6436 (fax)
ABN AMRO Bank N.V.	540 West Madison Street, Suite 2100 Chicago, IL 60661	540 West Madison Street Suite 2621 Chicago, IL 60661 Attn: Credit Administration E-mail: john.byrd@abnamro.com (312) 992-5111 (fax)
		ABN AMRO Bank N.V. 350 Park Avenue, 3rd Floor New York, NY 10022 Attn: Luc Perrot E-mail: luc.perrot@abnamro.com (212) 251-3593 (fax)
Banco Bilbao Vizcaya Argentaria SA	1345 Avenue of the Americas, 45th Floor New York, NY 10105	1345 Avenue of the Americas, 45th Floor New York, NY 10105 Attn: Hector Villegas E-mail: hector.villegas@bbvany.com (212) 728-1513 (212) 333-2904

2

National City Bank	2300 Mill Creek Blvd Highland Hills, OH 44122	One South Board Street Philadelphia, PA 19107 Attn: Thomas McDonnell E-mail: thomas.mcdonnell@nationalcity.com (267) 356-4041 (267) 256-4001 (fax)
Wachovia Bank, N.A.	3 Bishopsgate OS0008 London, EC2N-0000 United Kingdom	Wachovia Bank, N.A. 301 South College St. NC5562 Charlotte, NC Attn: Barbara Van Meerten (704) 374-7115 (714) 383-1625 (fax)
Bank of Toyko-Mitsubishi Trust Company	1251 Avenue of the Americas New York, NY 10020-1104	1251 Avenue of the Americas New York, NY 10020-1104 Attn: Mark Marron, Vice President E-mail: mmarron@btmna.com (212) 782-4337 (212) 782-6445 (fax)
Bayerische Landesbank, Cayman Islands Branch	560 Lexington Avenue New York, NY 10022	560 Lexington Avenue New York, NY 10022 Attn: George Schnepf (212) 310-9817 (212) 231-9195 (fax)
DnB NOR Bank ASA	200 Park Avenue New York, NY 10166	200 Park Avenue New York, NY 10166 Attn: Philip Kurpiewski E-mail: phil.kurpiewski@dnbnor.com (212) 681-3866 (212) 681-3900 (fax)
Fortis Bank S.A. / N.V.	3, Montagne du Parc (1MH1C), B-1000 Brussels, Belgium	Fortis Merchant Banking Corporate & Institutional Banking 3, Montagne du Parc (1MH1C), B-1000 Brussels, Belgium Attn: Nicolas Rubbers +32 2565 81 07 +32 2565 09 27 (fax)

3

KBC Bank Nederland NV	Watermanweg 92, 3067 GG Rotterdam, The Netherlands	Watermanweg 92, 3067 GG Rotterdam, The Netherlands Attn: Jeroen Blok E-mail: jeroen.blok@kbc.be +31 10 4368 337 +31 10 4368 338 (fax)
Societe Generale	17 cours Valmy Tour Chassagne 19e 92 972 PARIS La Defense	17 cours Valmy Tour Chassagne 19e 92 972 PARIS La Defense Attn: Philippe Petris, Marie Alessandrini, Eric Harouard E-mail: philippe.petris@sgcib.com              marie.alessandrini@sgcib.com              eric.harouard@sgcib.com +33 1 42 131360 +33 1 42 140945 (fax)
Sumitomo Mitsui Banking Corporation, New York	277 Park Avenue New York, NY 10172	277 Park Avenue New York, NY 10172 Attn: Kimberly Rosario E-mail: kimberly_dawn_roasario@smbcgroup.com (212)224-4395 (212) 224-5197 (fax)

4

Schedule III

Material Subsidiaries

FMC Wyoming Corporation

FMC BioPolymer AS

FMC Manufacturing Ltd.

FMC Chemicals Netherlands BV

Schedule 4.2

Consents

None

Schedule 4.5

Litigation

As described further below, the following litigation matters are disclosed in the Company’s Disclosure Documents.

1. As will be disclosed in “Item 3. Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 10-K”) expected to be filed later this month:

Like hundreds of other industrial companies, we have been named as one of many defendants in asbestos-related personal injury litigation. These cases (most cases involve between 25 and 200 defendants) allege personal injury or death resulting from exposure to asbestos in premises of FMC or to asbestos-containing components installed in machinery or equipment manufactured or sold by discontinued operations. The machinery and equipment businesses we owned or operated did not fabricate the asbestos-containing component parts at issue in the litigation, and to this day, neither the U.S. Occupational Safety and Health Administration nor the EPA has banned the use of these components. Further, the asbestos-containing materials were housed inside of machinery and equipment and accessible only at the time of infrequent repair and maintenance. Therefore, we believe that, overall, the claims against FMC are without merit and consider ourselves to be a peripheral defendant in these matters. Indeed, the bulk of the claims against us to date have been dismissed without payment.

As of December 31, 2007, there were approximately 29,000 premises and product asbestos claims pending against FMC in several jurisdictions. To date, we have had discharged approximately 75,000 asbestos claims against FMC, the overwhelming majority of which have been dismissed without any payment to the plaintiff. Settlements by us with claimants to date have totaled approximately $17.7 million.

We intend to continue managing these cases in accordance with our historical experience. We have established a reserve for this litigation and believe that the outcome of these cases will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

In late June 2004, we were served in a lawsuit captioned “Lewis et al v FMC Corporation” which was filed in United States District Court for the Western District of New York. The suit was brought by thirteen residents of Middleport, New York who allege that we violated certain state and federal environmental laws and seeks injunctive relief and monetary damages for personal injuries and property damage in connection with such alleged violations. We believe this suit is without merit.

We have certain other contingent liabilities arising from litigation, claims, performance guarantees and other commitments incident to the ordinary course of business. Based on information currently available and established reserves, the ultimate resolution of our known contingencies, including the matters described in Note 18 to the consolidated financial statements in this Form 10-K, is not expected to have a material adverse effect on our consolidated financial position or liquidity. However, there can be no assurance that the outcome of these contingencies will be favorable, and adverse results in certain of these contingencies could have a material adverse effect on our consolidated financial position, results of operations or liquidity.

2. As disclosed in Note 18 in the Notes to the Consolidated Financial Statements of the Company included as part of the Company’s 2007 10-K:

On January 28, 2005 we and our wholly owned subsidiary Foret received a Statement of Objections from the European Commission concerning alleged violations of competition law in the hydrogen peroxide

business in Europe during the period 1994 to 2001. All of the significant European hydrogen peroxide producers also received the Statement of Objections. We and Foret responded to the Statement of Objections in April 2005 and a hearing on the matter was held at the end of June 2005. On May 3, 2006, we received a notice from the European Commission indicating that the Commission had imposed a fine on us and Foret in the aggregate amount of €25.0 million as a result of alleged violations during the period 1997-1999. In connection with this fine, we recorded an expense of $30.0 million (reflecting then-prevailing exchange rates) in our consolidated statements of income for the year ended December 31, 2006. This expense is included as a component of restructuring and other charges. Both we and Foret have appealed the decision of the Commission. During the appeal process, interest accrues on the fine at a variable rate, which as of December 31, 2007, was 4.1 percent per annum. We have provided a bank letter of credit in favor of the European Commission to guarantee our payment of the fine and accrued interest. At December 31, 2007, the amount of the letter of credit was €27.1 million (U.S. $39.3 million).

We also received a subpoena for documents from a grand jury sitting in the Northern District of California, which is investigating anticompetitive conduct in the hydrogen peroxide business in the United States during the period 1994 through 2003. In connection with these two matters, in February 2005 putative class action complaints were filed against all of the U.S. hydrogen peroxide producers in various federal courts alleging violations of antitrust laws. Federal law provides that persons who have been injured by violations of federal antitrust law may recover three times their actual damage plus attorney fees. Related cases were also filed in various state courts. All of the federal court cases were consolidated in the United States District Court for the Eastern District of Pennsylvania (Philadelphia). The District Court certified the class in January 2007, which the defendants have appealed. In early summer 2007, co-defendant Degussa agreed to a settlement in the federal cases in the amount of $22 million which was approved by the Court. Two other co-defendants, Akzo Nobel and Kemira, have reached settlements in the amount of $23.4 million and $5.0 million respectively. The Akzo Nobel settlement has been approved by the Court, but the Kemira settlement remains subject to Court approval. Most of the state court cases have been dismissed, although some remain in California. In addition, putative class actions have been filed in provincial courts in Ontario, Quebec and British Columbia under the laws of Canada.

Another antitrust class action previously brought in Federal Court in the Eastern District of Pennsylvania alleging violations of antitrust laws involving our microcrystalline cellulose product was settled for $25.0 million, the same amount paid by our co-defendant Asahi Kasei Corporation. The Court approved this settlement in November 2006. The claims of plaintiffs who opted out of the class settlement were also settled late in 2006 for $0.7 million. The above amounts for 2006 have been reflected in “Restructuring and other charges” in our consolidated statement of income for the year ended December 31, 2006. The parties have also reached an agreement to settle a related state court case pending in California, for a total for $2.5 million, with the Company and Asahi Kasei each contributing $1.25 million. This settlement was approved by the California state court in November 2007. A third related state court case remains pending against FMC in Tennessee, although the parties have reached a tentative agreement to settle the case for $0.5 million, which will be subject to Tennessee state court approval. The above amounts for 2007 have been reflected in “Restructuring and other charges” in our consolidated statement of income for the year ended December 31, 2007.

As of the date hereof, there have been no material changes to the disclosures set forth in paragraph numbers 1 and 2 above. As disclosed in the 2007 10-K, we have certain other contingent liabilities arising from litigation, claims, performance guarantees and other commitments incident to the ordinary course of business. Based on information currently available and established reserves, the ultimate resolution of our known contingencies, including the matters described in Note 18 in the Notes to our Consolidated Financial Statements, is not expected to have a material adverse effect on our consolidated financial position or liquidity. However, there can be no assurance that the outcome of these contingencies will be favorable, and adverse results in certain of these contingencies could have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Schedule 4.10

Environmental Matters

The following real properties owned or operated by the Company or its Material Subsidiaries are required, under the Resource Conservation and Recovery Act, to maintain a permit for the treatment, storage, or disposal of hazardous waste.

• Baltimore, MD

• Bessemer City, NC

• Kemmerer, WY

Schedule 8.1

Existing Liens

Security Interests and/or Liens Granted in IRB’s

1. Statutory mortgage lien on the project funded by the Kanawha County, WV Series 1977 ($16,250,000) Pollution Control Revenue Bonds.

EXHIBIT A

TO

CREDIT AGREEMENT

FORM OF ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE dated as of                  ,          (this “Assignment and Acceptance”) between [NAME OF ASSIGNOR] (the “Assignor”) and [NAME OF ASSIGNEE] (the “Assignee”).

Reference is made to the Amended and Restated Credit Agreement, dated as of February [21], 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation, FMC Finance B.V., a company organized and existing under the laws of The Netherlands, as Borrower, FMC Chemicals Netherlands B.V., a company organized and existing under the laws of The Netherlands, the Lenders, Citibank International PLC, as agent for the Lenders (in such capacity, the “Administrative Agent”), ABN AMRO Bank N.V., Banco Bilbao Vizcaya Agentaria S.A., National City Bank and Wachovia Bank, National Association, as mandated lead arrangers, and Citigroup Global Markets Limited and Banc of America Securities LLC, as mandated lead arrangers and bookrunners. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Assignor and the Assignee hereby agree as follows:

1. As of the Effective Date (as defined below), the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, [all of] [an interest in] the Assignor’s rights and obligations under the Credit Agreement equal to the Ratable Portion of the Facility specified in Section 1 of Schedule I hereto. The Commitment and principal amount of the Revolving Loans assigned to the Assignee are set forth in Section 1 of such Schedule I and the Commitment and principal amount of the Revolving Loans retained by the Assignor after giving effect to such sale and assignment are set forth in Section 2 of such Schedule I.

2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all actions necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral thereunder, (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower and any Loan Party or the performance or observance by the Borrower and any Loan Party of any of its obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto [and (iv) attaches the Note[s] held by the Assignor and requests that the Administrative Agent exchange such Note[s] for [a] new Note[s] in accordance with Section 12.2(f) (Assignments and Participations) of the Credit Agreement.

A-1

3. The Assignee (a) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) agrees that it will perform in accordance with their terms all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a Lender, (d) represents and warrants that it (i) is an Eligible Assignee, (ii) has full power and authority, and has taken all actions necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and (iii) is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it or the Person exercising discretion in making the decision to acquire the Assigned Interest is experienced in acquiring assets of such type, (e) confirms it has received or has been given the opportunity to receive such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest independently and without reliance upon the Administrative Agent, the Assignor or any Lender, (f) specifies as its Eurocurrency Lending Office and addresses for notices the offices set forth beneath its name on the signature pages hereof and¹ (g) if applicable, attaches two properly completed Forms W-8BEN, W-8ECI or successor or form prescribed by the Internal Revenue Service of the United States, certifying that such Assignee is entitled to receive all payments under the Credit Agreement and the Notes payable to it without deduction or withholding of any United States federal income taxes.

4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent (together with an assignment fee in the amount of $3,500 payable by the Assignee to the Administrative Agent pursuant to Section 12.2(b) (Assignments and Participations)) for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the effective date specified in Section 3 of Schedule I hereto (the “Effective Date”).

5. Upon such acceptance and recording by the Administrative Agent, then, as of the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations under the Credit Agreement of a Lender and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights (except those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those relating to events or circumstances occurring prior to the Effective Date .

¹ Insert if Assignee is a Lender organized under the laws of a jurisdiction other than which the Borrower is for tax purposes.

A-2

6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Loan Documents in respect of the interest assigned hereby (a) to the Assignee, in the case of amounts accrued with respect to any period on or after the Effective Date, and (b) to the Assignor, in the case of amounts accrued with respect to any period prior to the Effective Date.

7. This Assignment and Acceptance shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York.

8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. Delivery of an executed counterpart hereof by telecopy shall be effective as delivery of a manually executed counterpart.

9. If on the date on which an Assignee becomes a Lender, it is a requirement of Dutch law or of a Dutch regulation that such Assignee be a Professional Market Party, such Assignee represents and warrants that it is a Professional Market Party and it is aware that it does not benefit from the (creditor) protection offered by the Dutch Banking Act to lenders of monies to persons of entities that are subject to the prohibition of Section 82 of the Dutch Banking Act. The Assignee acknowledges that the Borrower has relied upon such representations and warranties.

A-3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF ASSIGNOR],

as Assignor

By:

Name:

Title:

[NAME OF ASSIGNEE]

as Assignee

By:

Name:

Title:

Eurocurrency Lending Office (and address for notices):

[Insert Address (including contact name, fax number and e-mail address)]

ACCEPTED AND AGREED

this      day of                              :

CITIBANK INTERNATIONAL PLC,

as Administrative Agent

By:

Name:

Title:

FMC FINANCE B.V.,

as Borrower

By:

Name:

Title:

A-4

SCHEDULE I

TO

ASSIGNMENT AND ACCEPTANCE

SECTION 1.
Ratable Portion of Facility assigned to Assignee:			%
Commitment assigned to Assignee:	€
Aggregate Outstanding Principal Amount of Revolving Loans Assigned to Assignee:	€
SECTION 2.
Ratable Portion of Facility retained by Assignor:			%
Commitment retained by Assignor:	€
Aggregate Outstanding Principal Amount of Revolving Loans retained by Assignor:	€
SECTION 3.
Effective Date:		,

A-5

EXHIBIT B

TO

CREDIT AGREEMENT

FORM OF NOTE

Lender: [NAME OF LENDER]		New York, New York
Principal Amount:	[$            ]	,
	[€            ]

FOR VALUE RECEIVED, the undersigned, FMC Finance B.V., a Netherlands company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times, and in such amounts, as are specified in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of the Revolving Loans from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in [Dollars] [Euros] to Citibank International PLC, as Administrative Agent, at 5th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, in immediately available funds.

This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement, dated as of February [21], 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Finance B.V., a company organized and existing under the laws of The Netherlands, as Borrower, FMC Corporation, a Delaware corporation, FMC Chemicals Netherlands B.V., a company organized and existing under the laws of The Netherlands, the Lenders, Citibank International PLC, as agent for the Lenders (in such capacity, the “Administrative Agent”), ABN AMRO Bank N.V., Banco Bilbao Vizcaya Agentaria S.A., National City Bank and Wachovia Bank, National Association, as mandated lead arrangers, and Citigroup Global Markets Limited and Banc of America Securities LLC, as mandated lead arrangers and bookrunners. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Credit Agreement, among other things, (a) provides for the making of Revolving Loans by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such Revolving Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

This Note is entitled to the benefits of the Guaranty.

B-1

Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower.

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

B-2

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

FMC FINANCE B.V.

By:

Name:

Title:

B-3

EXHIBIT C

TO

CREDIT AGREEMENT

FORM OF NOTICE OF BORROWING

CITIBANK INTERNATIONAL PLC, as Administrative Agent under the Credit Agreement referred to below
5th Floor, Citigroup Centre Canada Square, Canary Wharf London E14 5LB	,

Attention:

Re: FMC FINANCE B.V. (the “Borrower”)

Reference is made to the Amended and Restated Credit Agreement, dated as of February [21], 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Finance B.V., a company organized and existing under the laws of The Netherlands, as Borrower, FMC Corporation, a Delaware corporation, FMC Chemicals Netherlands B.V., a company organized and existing under the laws of The Netherlands, the Lenders, Citibank International PLC, as agent for the Lenders (in such capacity, the “Administrative Agent”), ABN AMRO Bank N.V., Banco Bilbao Vizcaya Agentaria S.A., National City Bank and Wachovia Bank, National Association, as mandated lead arrangers, and Citigroup Global Markets Limited and Banc of America Securities LLC, as mandated lead arrangers and bookrunners. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.2 (Borrowing Procedures) of the Credit Agreement that the undersigned hereby requests a Borrowing of Revolving Loans under the Credit Agreement and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.2 (Borrowing Procedures) of the Credit Agreement:

(a) The date of the Proposed Borrowing is                     ,          (the “Funding Date”).

(b) The Revolving Credit Borrowing is a [Dollar] [Euro] Revolving Loan.

(c) The aggregate amount of the Revolving Credit Borrowing is [$][€]            , having an initial Interest Period of [one] [two] [three] [six] month[s].

The undersigned hereby certifies that the following statements are true on the date hereof and shall be true on the Funding Date both before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom:

(a) the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Agreement and the other Loan Documents are true and

C-1

correct in all material respects on and as of the Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and

(b) no Default or Event of Default has occurred and is continuing on the Funding Date.

FMC FINANCE B.V.

By:

Name:

Title:

C-2

EXHIBIT D

TO

CREDIT AGREEMENT

FORM OF NOTICE OF CONTINUATION

CITIBANK INTERNATIONAL PLC, as Administrative Agent under the Credit Agreement referred to below
5th Floor, Citigroup Centre Canada Square, Canary Wharf London E14 5LB	,

Attention:

Re: FMC FINANCE B.V. (the “Borrower”)

Reference is made to the Amended and Restated Credit Agreement, dated as of February [21], 2008 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Finance B.V., a company organized and existing under the laws of The Netherlands, as Borrower, FMC Corporation, a Delaware corporation, FMC Chemicals Netherlands B.V., a company organized and existing under the laws of The Netherlands, the Lenders, Citibank International PLC, as agent for the Lenders (in such capacity, the “Administrative Agent”), ABN AMRO Bank N.V., Banco Bilbao Vizcaya Agentaria S.A., National City Bank and Wachovia Bank, National Association, as mandated lead arrangers, and Citigroup Global Markets Limited and Banc of America Securities LLC, as mandated lead arrangers and bookrunners. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.9 (Continuation Option) of the Credit Agreement that the undersigned hereby requests a continuation on                     ,          of [€][$]             in principal amount of presently outstanding Revolving Loans that are Eurocurrency Rate Loans having an Interest Period ending on                     ,         . The Interest Period for such amount requested to be continued as Eurocurrency Rate Loans is [[one] [two] [three] [six] month[s].

In connection herewith, the undersigned hereby certifies that no Default or Event of Default has occurred and is continuing on the date hereof.

FMC FINANCE B.V.

By:

Name:

Title:

D-1

EXHIBIT E

TO

CREDIT AGREEMENT

FORM OF OPINION OF U.S. COUNSEL FOR THE LOAN PARTIES

Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel: 215.963.5000 Fax: 215.963.5001 www.morganlewis.com

February 21, 2008

To: Citibank International PLC, as Administrative Agent, ABN Amro Bank N.V., Banco Bilbao Vizcaya Agentaria S.A., National City Bank, Wachovia Bank, National Association, as mandated lead arrangers, and Citigroup Global Markets Limited and Banc of America Securities LLC, as mandated lead arrangers and bookrunners, and each of the Lenders party to the Amended Credit Agreement referred to below.

Re: FMC Finance, B.V.

Ladies and Gentlemen:

We have acted as counsel to FMC Corporation, a Delaware corporation (the “Company”), and its subsidiaries FMC Finance B.V., a company organized and existing under the laws of The Netherlands (the “Borrower”), and FMC Chemicals Netherlands B.V., a company organized and existing under the laws of The Netherlands (the “European Parent”), in connection with the preparation, execution and delivery of, and the consummation of the transactions contemplated by, the Amended and Restated Credit Agreement dated as of the date hereof (the “Amended Credit Agreement”), by and among the Borrower, the Company, the European Parent, the Lenders party thereto, Citibank International plc, as agent for the Lenders (the “Administrative Agent”), ABN Amro Bank N.V., Banco Bilbao Vizcaya Agentaria S.A., National City Bank and Wachovia Bank, National Association, as mandated lead arrangers, and Citigroup Global Markets Limited and Banc of America Securities LLC, as mandated lead arrangers and bookrunners.

This opinion letter is rendered to you pursuant to Section 3.1(a)(ii)(A) of the Amended Credit Agreement. Capitalized terms which are defined in the Amended Credit Agreement and used herein, but not otherwise defined herein, have the meanings given them in the Amended Credit Agreement.

In connection with the opinions expressed below, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(a) the Certificate of Incorporation of the Company;

(b) the By-laws of the Company;

(c) the Amended Credit Agreement; and

February 21, 2008 Page 2

(d) the Notes issued by the Borrower on the date hereof if any (the “Notes”).

We have also examined such corporate records, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, the Borrower and the European Parent (collectively, the “Loan Parties”), and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. As to questions of fact material to our opinions, we have relied without independent investigation upon the representations of the Loan Parties contained in the Amended Credit Agreement and upon certificates of officers of the Company.

In our examination of the above-mentioned documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents.

We have assumed that: (i) the Borrower and the European Parent have duly authorized, executed and delivered the Amended Credit Agreement and, in the case of the Borrower, the Notes pursuant to adequate corporate power and in accordance with the laws of The Netherlands and that doing so does not violate, contravene or cause a default under the laws of The Netherlands; (ii) the Amended Credit Agreement is a legal, valid and binding obligation of the Borrower and the European Parent under the laws of The Netherlands; and (iii) the Notes are legal, valid and binding obligations of the Borrower under the laws of The Netherlands. We have further assumed that the Amended Credit Agreement has been duly and validly executed and delivered by all of the parties thereto other than the Loan Parties and constitutes the legal, valid and binding obligation of all parties thereto other than the Loan Parties.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to transact the business as, to our knowledge, it is now conducted.

2. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Amended Credit Agreement. The execution, delivery and performance by the Company of the Amended Credit Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Amended Credit Agreement has been duly executed and delivered by the Company.

3. The Amended Credit Agreement constitutes the legal, valid and binding obligations of each of the Loan Parties, enforceable against the Loan Parties in accordance with its terms. The Notes constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms.

February 21, 2008 Page 3

4. The execution, delivery and performance by the Loan Parties of the Amended Credit Agreement and, in the case of the Borrower, the Notes, will not conflict with, constitute a default under or violate (i) any provisions of the Certificate of Incorporation or the By-laws of the Company, (ii) to our knowledge, any material Contractual Obligation of the Loan Parties, (iii) the General Corporation Law of Delaware or the laws of the State of New York, the Commonwealth of Pennsylvania or the United States which are applicable to the Loan Parties and are, in our experience, normally applicable to transactions of the type contemplated by the Amended Credit Agreement, or (iv) any judgment, writ, injunction, decree, order or ruling of any court or Governmental Authority applicable to any Loan Party and of which we have knowledge.

5. No consent, approval, waiver, license or authorization or other action by or filing with any New York, Pennsylvania or federal Governmental Authority is required in connection with the execution, delivery or performance by any Loan Party of the Amended Credit Agreement, or in the case of the Borrower, the Notes.

6. The borrowings by and other financial accommodations provided to the Borrower under the Amended Credit Agreement and the application of proceeds thereof as provided in the Amended Credit Agreement will not violate Regulations T, U or X of the Board of Governors of the Federal Reserve System.

7. Neither the Borrower nor any other Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” within the meaning of the Public Utility Holding Company Act of 2005.

8. To our knowledge, there is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity or before any Governmental Authority, pending or overtly threatened in writing against any Loan Party with respect to the Amended Credit Agreement or challenging any of the Lenders’ or the Administrative Agent’s rights or remedies thereunder, which, if adversely determined, could materially adversely affect the ability of any Loan Party to perform its obligations under the Amended Credit Agreement.

The foregoing opinions are subject to the following additional assumptions and qualifications:

a. The opinions expressed herein are subject to bankruptcy, insolvency and similar laws affecting the rights and remedies of creditors generally and general principles of equity.

b. Matters of venue may be subject to the discretion of the court before which a proceeding is brought and therefore we express no opinion as to any provisions of the Agreements relating to the selection of venue in connection with any controversy related to the Agreements.

c. As used in paragraphs 4, 5, and 8, the term “Governmental Authority” does not include any political subdivision of a state.

February 21, 2008 Page 4

d. For purposes of our opinion in paragraphs 1 hereof as to the valid existence and good standing of the Company, we have relied solely upon good standing or similar certificates issued by the Secretary of State of the State of Delaware.

e. Provisions of the Amended Credit Agreement relating to indemnification or exculpation may be limited by public policy or by law.

f. The enforceability of the Amended Credit Agreement may be limited by the unenforceability under certain circumstances of provisions imposing penalties, forfeitures, late payment charges or an increase in interest rate upon delinquency in payment or an occurrence of default.

g. We express no opinion as to:

a. The enforceability of any provision of the Amended Credit Agreement insofar as it provides that any Person purchasing a participation from the Lenders or other Person may exercise set-off or similar rights with respect to such participation or that a Lender or other Person may exercise set-off or similar rights other than in accordance with applicable law.

b. The enforceability of any provision of the Amended Credit Agreement permitting modification thereof only by means of an agreement in writing signed by the parties thereto.

The opinions expressed herein are limited to matters governed by the laws of the State of New York and the Commonwealth of Pennsylvania, the Delaware General Corporation Law and the federal laws of the United States.

Whenever an opinion herein with respect to the existence or absence of facts is stated to be based on our knowledge or awareness or is limited to matters known to us or is qualified by words of similar import, it is intended to signify that during the course of our representation of the Loan Parties in connection with the transactions contemplated in the Amended Credit Agreement, no information has come to our attention that would give to the attorneys in this firm who have rendered legal services in connection with the transactions contemplated by the Amended Credit Agreement actual present knowledge of the existence or absence of such facts. However, except to the extent expressly stated herein, we have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Loan Parties.

This opinion letter is rendered solely for your benefit in connection with the transactions contemplated by the Amended Credit Agreement and the other Loan Documents. This opinion letter may not be used or relied upon for any other purpose, nor relied upon by any other person without our prior written consent, nor may this opinion letter or any copies thereof be furnished to a third party, quoted, cited or otherwise referred to without our prior written consent, other than to permitted assigns of any Lender, and except as required by any Governmental Authority or pursuant to legal process.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Unaudited)

	Year ended December 31
	2007			2006			2005			2004		2003
	(in Millions, Except Ratios)
Earnings:
Income (loss) from continuing operations before income taxes and cumulative effect of change in accounting principle	$	185.7		$	212.4		$	189.1		$	135.5	$	37.7
Minority interests		9.6			7.8			7.5			3.8		2.9
Equity in (earnings) loss of affiliates		(2.5	)		(2.3	)		(70.6	)		2.1		68.6
Interest expense and amortization of debt discount, fees and expenses		37.5			42.0			75.6			90.8		96.1
Amortization of capitalized interest		3.9			3.9			3.9			3.8		3.7
Interest included in rental expense		5.0			4.8			4.6			3.4		5.5
Total earnings	$	239.2		$	268.6		$	210.1		$	239.4	$	214.5
Fixed charges:
Interest expense and amortization of debt discount, fees and expenses	$	37.5		$	42.0		$	75.6		$	90.8	$	96.1
Interest capitalized as part of fixed assets		4.2			3.7			3.8			5.3		7.6
Interest included in rental expense		5.0			4.8			4.6			3.4		5.5
Total fixed charges	$	46.7		$	50.5		$	84.0		$	99.5	$	109.2
Ratio of earnings to fixed charges (1)		5.1			5.3			2.5			2.4		2.0

(1) In calculating this ratio, earnings consist of income from continuing operations before income taxes and cumulative effect of change in accounting principle plus minority interests, interest expense, amortization expense related to debt discounts, fees and expenses, amortization of capitalized interest, interest included in rental expenses (assumed to be one-third of rent) and equity in (earnings) loss of affiliates. Fixed charges consist of interest expense, amortization of debt discounts, fees and expenses, interest capitalized as part of fixed assets and interest included in rental expenses.

EX-21

Exhibit 21

SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT

Name of Subsidiary	State or Country of Incorporation
FMC Corporation (the Registrant)	Delaware
Electro Quimica Mexicana, S.A. de C.V.	Mexico
Energias de Villarrubia, S.L.	Spain
FMC Agricultural Products International, AG	Switzerland
FMC Agroquimica de Mexico S.A. de C.V.	Mexico
FMC Asia Pacific Inc.	Delaware
FMC BioPolymer AS	Norway
FMC BioPolymer Germany G.m.b.H.	Germany
FMC BioPolymer France SAS	France
FMC Chemicals Netherlands BV	Netherlands
FMC Chemical International, AG	Switzerland
FMC Chemicals (Malaysia) Sdn. Bhd.	Malaysia
FMC Australasia Pty. Ltd.	Australia
FMC Chemicals (Thailand) Limited	Thailand
FMC Chemicals Italy srl.	Italy
FMC Chemicals KK	Japan
FMC Chemicals Limited	United Kingdom
FMC Chemical S.p.r.l.	Belgium
FMC de Mexico, S.A. de C.V.	Mexico
FMC Defense Corporation	Wyoming
FMC Finance B.V.	Netherlands
FMC Foret, S.A.	Spain
FMC France SAS	France
FMC Funding Corporation	Delaware
FMC India Private Limited	India
FMC Korea Ltd.	Korea
FMC Manufacturing Limited	Ireland
FMC of Canada Limited	Canada
FMC Overseas, Ltd.	Delaware
FMC Quimica do Brasil Limitada	Brazil
FMC (Shanghai) Chemical Technology Consulting Co. Ltd.	China
FMC (Shanghai) Commercial Enterprise	China
FMC Specialty Chemicals (Zhangjiagang) Co., Ltd.	China
FMC United (Private) Ltd.	Pakistan
FMC WFC I, Inc.	Wyoming
FMC WFC II, Inc.	Wyoming
FMC Wyoming Corporation	Wyoming
Foraneto, S.L.	Spain
Forel, S.L.	Spain
Forsean, S.L.	Spain
Minas El Castellar S.L.	Spain
Minera Del Altiplano S.A.	Argentina
P.T Bina Guna Kimia	Indonesia
FMC (Suzhou) Crop Care Co., Ltd.	China

NOTE: All subsidiaries listed are greater than 50 percent owned, directly or indirectly, by FMC Corporation as of December 31, 2007. The names of various active and inactive subsidiaries have been omitted. Such subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

FMC Corporation:

We consent to incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-10661, 33-7749, 33-41745, 33-48984, 333-18383, 333-24039, 333-62683, 333-69805, 333-69714, and 333-11456) and the Registration Statement on Form S-3 (No. 333-59543) of FMC Corporation of our reports dated February 25, 2008 relating to the consolidated balance sheets of FMC Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2007, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of FMC Corporation.

Our report on the consolidated financial statements refers to the Company’s adoption of Financial Accounting Standards Board Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109, on January 1, 2007; the adoption of Statement of Financial Accounting Standards (SFAS) No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, on December 31, 2006; the adoption of SFAS No. 123(R), Share-Based Payment, and related interpretations as of January 1, 2006; and the adoption of FIN No. 47, Accounting for Conditional Asset Retirement Obligations, on December 31, 2005.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 25, 2008

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, William G. Walter, certify that:

1. I have reviewed this annual report on Form 10-K of FMC Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/    William G. Walter

William G. Walter

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, W. Kim Foster, certify that:

1. I have reviewed this annual report on Form 10-K of FMC Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/    W. Kim Foster        

W. Kim Foster

Senior Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CEO CERTIFICATION OF ANNUAL REPORT

I, William G. Walter, President and Chief Executive Officer of FMC (“the Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, based on my knowledge that:

(1) the Annual Report on Form 10-K of the Company for the year ended December 31, 2007 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 25, 2008

/s/    William G. Walter        

William G. Walter

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CFO CERTIFICATION OF ANNUAL REPORT

I, W. Kim Foster, Senior Vice-President and Chief Financial Officer of FMC (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, based on my knowledge that:

(1) the Annual Report on Form 10-K of the Company for the year ended December 31, 2007 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 25, 2008

/s/    W. Kim Foster        

W. Kim Foster

Senior Vice President and

Chief Financial Officer