AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 21, 2008 among

Exhibit 10.3b

Execution Copy

€220,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 21, 2008

among

FMC F INANCE B.V.

as Borrower

FMC C ORPORATION

as Company

FMC C HEMICALS N ETHERLANDS B.V.

as European Parent

and

T HE L ENDERS P ARTY H ERETO

and

C ITIBANK I NTERNATIONAL PLC

as Administrative Agent

and

ABN A MRO B ANK N.V.

B ANCO BILBAO VIZCAYA AGENTARIA S.A.

N ATIONAL C ITY B ANK

W ACHOVIA B ANK , N ATIONAL A SSOCIATION

as Mandated Lead Arrangers

and

C ITIGROUP G LOBAL M ARKETS L IMITED

B ANC OF A MERICA S ECURITIES LLC

as Mandated Lead Arrangers and Bookrunners

W EIL , G OTSHAL  & M ANGES LLP

767 F IFTH A VENUE

N EW Y ORK , N EW Y ORK 10153-0119

T ABLE O F C ONTENTS

i

T ABLE OF C ONTENTS

(C ONTINUED )

ii

T ABLE OF C ONTENTS

(C ONTINUED )

iii

T ABLE OF C ONTENTS

(C ONTINUED )

iv

T ABLE O F C ONTENTS

(C ONTINUED )

v

This A MENDED AND R ESTATED C REDIT A GREEMENT dated as of February 21, 2008, among FMC F INANCE B.V., a company organized and existing under the laws of The Netherlands (“ Borrower ”), FMC C ORPORATION , a Delaware corporation (“ Company ”), FMC C HEMICALS N ETHERLANDS B.V., a company organized and existing under the laws of The Netherlands (“ European Parent ”), the Lenders (as defined below), C ITIBANK I NTERNATIONAL PLC (“ CIP ”), as agent for the Lenders (in such capacity, the “ Administrative Agent ”), ABN A MRO B ANK N.V., B ANCO BILBAO VIZCAYA AGENTARIA S.A., N ATIONAL C ITY B ANK , W ACHOVIA B ANK , N ATIONAL A SSOCIATION , as mandated lead arrangers, and C ITIGROUP G LOBAL M ARKETS L IMITED (“ CGML ”) and B ANC OF A MERICA S ECURITIES LLC (“ BAS ”), as mandated lead arrangers and bookrunners, amends and restates in its entirety the Existing Credit Agreement (as defined below).

W ITNESSETH :

W HEREAS , 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 ”);

W HEREAS , 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

W HEREAS , 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.

N OW , T HEREFORE , in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

D EFINITIONS , I NTERPRETATION A ND A CCOUNTING T ERMS

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:

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:

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

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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

T HE F ACILITY

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 th