FMC CORP

Current report (Form 8-K) · Jun 5, 2026 · Material agreement · New debt obligation · Financial statements

Company

FMC CORP

Documents

Primary topic

Material agreement

Filed

Jun 5, 2026

Filing summary Workforce analysis SEC documents(7)Filing text Exhibits(1)

Type

EX-4.1

File

d148295dex41.htm

Document text
EX-4.1 · d148295dex41.htm EX-4.1 2 d148295dex41.htm EX-4.1 Exhibit 4.1 FMC CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 8.000% SENIOR SECURED NOTES DUE 2031 INDENTURE DATED AS OF JUNE 5, 2026 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE AND NOTES COLLATERAL AGENT TABLE OF CONTENTS Page Article I Definitions and Incorporation by Reference 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 50 Section 1.3 Rules of Construction 51 Section 1.4 Dutch Terms 53 Section 1.5 Acts of Holders 53 Article II The Notes 55 Section 2.1 Form and Dating, Terms 55 Section 2.2 Execution and Authentication 56 Section 2.3 Registrar; Paying Agent 57 Section 2.4 Paying Agent to Hold Money in Trust 57 Section 2.5 Holder Lists 58 Section 2.6 Transfers and Exchange 58 Section 2.7 Replacement Notes 59 Section 2.8 Outstanding Notes 60 Section 2.9 Treasury Notes 60 Section 2.10 Temporary Notes 60 Section 2.11 Cancellation 60 Section 2.12 Interest and Defaulted Interest 61 Section 2.13 CUSIP and ISIN Numbers 62 Section 2.14 Persons Deemed Owners 62 Section 2.15 Additional Amounts 63 Article III Redemption and Prepayment 66 Section 3.1 Notices to Trustee 66 Section 3.2 Selection of Notes to Be Redeemed 66 Section 3.3 Notice of Optional Redemption 66 Section 3.4 Effect of Notice of Redemption 68 Section 3.5 Deposit of Redemption Price 68 Section 3.6 Notes Redeemed in Part 68 Section 3.7 Optional Redemption 69 Section 3.8 Optional Redemption for Changes in Withholding Taxes 70 Section 3.9 Mandatory Redemption 70 Article IV Covenants 71 Section 4.1 Payment of Notes 71 Section 4.2 Maintenance of Office or Agency 71 Section 4.3 Provision of Financial Information 71 Section 4.4 Compliance Certificate 73 Section 4.5 Taxes 74 Section 4.6 Stay, Extension and Usury Laws 74 Section 4.7 Limitation on Restricted Payments 74 i Section 4.8 Restricted Use of Proceeds in Switzerland 79 Section 4.9 Limitation on Additional Indebtedness 79 Section 4.10 Limitation on Asset Sales 85 Section 4.11 [Reserved] 92 Section 4.12 Limitation on Liens 92 Section 4.13 Offer to Purchase upon Change of Control 93 Section 4.14 Corporate Existence 95 Section 4.15 Additional Guarantees 95 Section 4.16 Limitation on Designation of Unrestricted Subsidiaries 96 Section 4.17 Effectiveness of Covenants 97 Article V Successors 99 Section 5.1 Consolidation, Merger, Conveyance, Transfer or Lease 99 Article VI Defaults and Remedies 102 Section 6.1 Events of Default 102 Section 6.2 Acceleration 105 Section 6.3 Other Remedies 106 Section 6.4 Waiver of Past Defaults 107 Section 6.5 Control by Majority 107 Section 6.6 Limitation on Suits 107 Section 6.7 Net Short Provisions 107 Section 6.8 Rights of Holders of Notes to Receive Payment 110 Section 6.9 Collection Suit by Trustee or the Notes Collateral Agent 110 Section 6.10 Trustee May File Proofs of Claim 111 Section 6.11 Priorities 111 Section 6.12 Undertaking for Costs 112 Article VII Trustee 112 Section 7.1 Duties of Trustee 112 Section 7.2 Rights of Trustee 113 Section 7.3 Individual Rights of the Trustee 115 Section 7.4 Trustee’s Disclaimer 115 Section 7.5 Notice of Defaults 116 Section 7.6 Compensation and Indemnity 116 Section 7.7 Replacement of Trustee 117 Section 7.8 Successor Trustee by Merger, Etc. 118 Section 7.9 Eligibility; Disqualification 118 Section 7.10 Appointment of Authenticating Agent 118 Section 7.11 [Reserved] 119 Article VIII Defeasance; Discharge of this Indenture 119 Section 8.1 Option to Effect Legal Defeasance or Covenant Defeasance 119 Section 8.2 Legal Defeasance 120 Section 8.3 Covenant Defeasance 120 Section 8.4 Conditions to Legal or Covenant Defeasance 121 ii Section 8.5 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions 122 Section 8.6 Repayment to Issuers 122 Section 8.7 Reinstatement 123 Section 8.8 Satisfaction and Discharge 123 Article IX Amendment, Supplement and Waiver 125 Section 9.1 Without Consent of Holders of the Notes 125 Section 9.2 With Consent of Holders of the Notes 127 Section 9.3 Revocation and Effect of Consents 128 Section 9.4 Notation on or Exchange of Notes 128 Section 9.5 Trustee and Notes Collateral Agent to Sign Amendments, Etc. 129 Section 9.6 Payments for Consent 129 Section 9.7 Officer’s Certificate and Opinion of Counsel 129 Article X Collateral 130 Section 10.1 The Collateral 130 Section 10.2 Maintenance of Collateral; Further Assurances 133 Section 10.3 [Reserved] 133 Section 10.4 [Reserved] 133 Section 10.5 [Reserved] 133 Section 10.6 Release of Liens on the Collateral 133 Section 10.7 Authorization of Actions to be Taken by the Trustee or the Notes Collateral Agent Under the Security Documents 135 Section 10.8 Information Regarding Collateral 136 Section 10.9 [Reserved] 137 Section 10.10 Regarding the Notes Collateral Agent 137 Section 10.11 [Reserved] 140 Section 10.12 [Reserved] 140 Section 10.13 Negative Pledge 140 Article XI Guarantees 141 Section 11.1 Guarantees 141 Section 11.2 Execution and Delivery of Guarantee 142 Section 11.3 Severability 142 Section 11.4 Limitation of Guarantors’ Liability 143 Section 11.5 Releases 145 Section 11.6 Benefits Acknowledged 146 Section 11.7 Post-Closing Guarantors 146 Article XII Miscellaneous 147 Section 12.1 Concerning the Trust Indenture Act 147 Section 12.2 Notices 147 Section 12.3 Certificate and Opinion as to Conditions Precedent 149 Section 12.4 Statements Required in Certificate or Opinion 149 Section 12.5 Rules by Trustee and Agents 150 iii Section 12.6 No Personal Liability of Directors, Officers, Employees and Stockholders 150 Section 12.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 150 Section 12.8 Service of Process 151 Section 12.9 No Adverse Interpretation of Other Agreements 151 Section 12.10 Successors 151 Section 12.11 Severability; Entire Agreement 151 Section 12.12 Execution in Counterparts 151 Section 12.13 Table of Contents, Headings, Etc. 151 Section 12.14 Force Majeure 152 Section 12.15 Interest Act Disclosure 152 Section 12.16 Legal Holidays 152 Section 12.17 Benefit of this Indenture 152 Appendices Appendix A Provisions Relating to Initial Notes and Additional Notes Exhibits Exhibit A Form of Note Exhibit B Form of Supplemental Indenture to be Delivered by Subsequent Guarantors iv This Indenture, dated as of June 5, 2026, is by and among FMC Corporation, a Delaware corporation (the “ Issuer ”), the guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “ Trustee ”) and as notes collateral agent (in such capacity, the “ Notes Collateral Agent ”). RECITALS OF THE ISSUER WHEREAS , the Issuer has duly authorized the execution and delivery of this Indenture to provide for (i) the issuance of $1,200,000,000 in aggregate principal amount of 8.000% Senior Secured Notes due 2031 issued on the date hereof (the “ Initial Notes ”) and (ii) the issuance of Additional Notes (as defined herein) that may be issued from time to time on any date subsequent to the Issue Date in accordance with the provisions of this Indenture, all of such notes to be guaranteed as provided herein by the Guarantors (as defined herein); WHEREAS , all things necessary have been done by the Issuer to make this Indenture, when executed and delivered by the Issuer, a valid, binding and legal instrument; WHEREAS , all things necessary have been done by the Issuer to make the Notes, when executed by the Issuer and authenticated and delivered in accordance with the provisions of this Indenture, the valid obligations of the Issuer; WHEREAS , all things necessary have been done by the Guarantors to make the Guarantees, when executed by the Guarantors and authenticated and delivered in accordance with the provisions of this Indenture, the valid obligations of the Guarantors. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the Issuer and the Guarantors mutually covenant and agree, for the equal and proportionate benefit of all Holders, as follows: ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions . “ Acquired Indebtedness ” means: (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business) existing at the time such Person becomes a Restricted Subsidiary; and (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business), other than the Issuer or a Restricted Subsidiary, existing at the time such Person is merged or consolidated with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, in each case of (1) and (2) regardless of whether such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary. “ Additional Notes ” means Notes (other than the Initial Notes) issued pursuant to Article II and otherwise in compliance with the provisions of this Indenture whether or not they bear the same CUSIP number. “ Affiliate ” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. “ Agent ” means any Registrar, Paying Agent, co-registrar or other agent appointed pursuant to this Indenture. “ amend ” means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “ amendment ” shall have a correlative meaning. “ Applicable Premium ” means, with respect to any Note on any applicable redemption date, as determined by the Issuer, the greater of: (1) 1.0% of the principal amount of such Note; and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption price of such Note at June 1, 2028 (such redemption price being set forth in the table appearing in Section 3.7(b)) plus (ii) all required interest payments (excluding accrued and unpaid interest, if any, to such redemption date) due on such Note through June 1, 2028, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months); over (b) the principal amount of such Note. “ asset ” means any asset or property, including, without limitation, Equity Interests. “ Asset Acquisition ” means: (1) an Investment by the Issuer or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary, or shall be merged with or into the Issuer or any Restricted Subsidiary, or 2 (2) the acquisition by the Issuer or any Restricted Subsidiary of all or substantially all of the assets of any other Person (other than a Restricted Subsidiary) or any division or line of business of any such other Person (other than in the ordinary course of business). “ Asset Sale ” means: (1) any sale, conveyance, transfer, lease, assignment or other disposition for value by the Issuer or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary, including by means of a sale and leaseback transaction or a merger or consolidation, in one transaction or a series of related transactions, of any assets of the Issuer or any of its Restricted Subsidiaries other than in the ordinary course of business; or (2) any issuance of Equity Interests of a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.9) to any Person other than the Issuer or any Restricted Subsidiary, in one transaction or a series of related transactions (other than directors’ qualifying shares and shares issued to foreign nationals as required by law) (the actions described in these clauses (1) and (2), collectively, for purposes of this definition, a “ transfer ”). For purposes of this definition, the term “Asset Sale” shall not include: (a) transfers of cash or Cash Equivalents; (b) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 4.13 or Section 5.1; (c) Permitted Investments and Restricted Payments permitted under Section 4.7; (d) the lease, assignment or sublease of real or personal property in the ordinary course of business; (e) the creation, incurrence or assumption of or realization on or perfection of any Permitted Lien and any disposition of assets resulting from the enforcement or foreclosure of any such Permitted Lien; (f) transfers of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s reasonable judgment, are no longer necessary, used or useful in the business of the Issuer or its Restricted Subsidiaries; (g) the abandonment of Intellectual Property rights in the ordinary course of business which in the reasonable view of the Issuer are uneconomical or not material to the business of the Issuer and its Restricted Subsidiaries taken as a whole; (h) grants of licenses or sublicenses to use the patents, trade secrets, know-how and other Intellectual Property, and licenses, leases or subleases of other assets, of the Issuer or any Restricted Subsidiary to the extent not materially interfering with the business of the Issuer and its Restricted Subsidiaries (other than (i) as would have a material adverse 3 effect on the value of the Collateral or the ability of the Notes Collateral Agent or the Holders to realize the benefits of, and intended to be afforded by, the Collateral or (ii) that result in the Issuer or a Restricted Subsidiary ceasing to (x) own such patents, trade secrets, know-how and other Intellectual Property or (y) retain any rights to research, develop, register, make, have made, use, sell, offer for sale or import products, formulations or mixtures containing an active ingredient covered by such patents, trade secrets, know-how and other Intellectual Property); (i) a disposition of inventory in the ordinary course of business; (j) a disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring and similar arrangements or any sale of assets received by the Issuer or a Restricted Subsidiary upon the foreclosure of a Lien granted in favor of the Issuer or a Restricted Subsidiary; (k) the trade or exchange by the Issuer or any Restricted Subsidiary of any asset for any other asset or assets that are used in a Permitted Business; provided that the Fair Market Value of the asset or assets received by the Issuer or any Restricted Subsidiary in such trade or exchange (including any cash or Cash Equivalents) is at least equal to the Fair Market Value (as determined in good faith by the Board of Directors or an executive officer of the Issuer with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this provision) of the asset or assets disposed of by the Issuer or any Restricted Subsidiary pursuant to such trade or exchange; and, provided further that if any cash or Cash Equivalents are used in such trade or exchange to achieve an exchange of equivalent value, that the amount of such cash and/or Cash Equivalents received shall be deemed proceeds of an “Asset Sale,” subject to clause (p) below; provided further that to the extent the assets that are the subject of the trade or exchange are Collateral, the asset or assets received shall also be Collateral of the same priority as the asset disposed of and which are thereupon with their acquisition added to the Collateral securing the Notes; (l) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell or put/call arrangements between joint venture parties set forth in joint venture agreements or any similar binding arrangements; (m) the disposition of assets received in settlement of debts accrued in the ordinary course of business; (n) the surrender or waiver in the ordinary course of business of contract rights, the termination of leases in the ordinary course of business or the settlement, release or surrender of contractual, non-contractual, tort or other claims of any kind; (o) dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, employees, members of management or consultants of the Issuer or any of its Restricted Subsidiaries; 4 (p) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $25.0 million per occurrence; (q) any issuance, sale or disposition of Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary, any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary; and (r) the sale of (i) defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction and (ii) accounts receivable and related assets in connection with a Qualified Receivables Financing. “ Authenticating Agent ” means an agent appointed by the Trustee in accordance with Section 2.2(d) and Section 7.10 for the purpose of authenticating the Notes. “ Bankruptcy Law ” means the Bankruptcy Code and any other federal, state or foreign law, including the Swiss Federal Debt Enforcement and Bankruptcy Act ( Bundesgesetz uber Schuldbetreibung und Konkurs (SchKG) ) and the Dutch Bankruptcy Act ( Faillissementswet ), for the relief of debtors, or any arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets or liabilities of the Issuer or any of its Subsidiaries, or similar law affecting creditors’ rights generally. “ Board of Directors ” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person and (ii) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition of “Change of Control,” any duly authorized committee of such body. “ Business Day ” means a day other than a Saturday, Sunday or other day on which banking institutions in the State of New York and, with respect to payments, the place of payment, are authorized or required by law to close. “ Capital Markets Debt ” means any debt for borrowed money (other than the Issuer’s 3.450% Senior Notes due 2029 outstanding as of the date of this Indenture) that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of at least $100.0 million. “ Canadian Excluded Assets ” means: (1) any assets sold, contributed or otherwise transferred in connection with, or constituting part of, a receivables transaction permitted under the Revolving Credit Facility, including any accounts and related assets subject thereto; (2) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property of any grantor to the extent that a grant of a security interest therein would violate or invalidate such contract, lease, permit, license, charter or license agreement or create a right of termination in favor of any other party thereto 5 (other than any grantor) pursuant to the terms thereof (after giving effect to applicable sections of the PPSA or any other applicable law); provided that the foregoing exclusion shall immediately cease to apply at such time as the condition causing such violation or invalidation shall no longer be continuing and, to the extent severable, shall not apply to any portion of such contract, lease, permit, license, charter or license agreement that does not result in any such violation or invalidation; provided further that the exclusions referred to in this clause (2) shall not include any proceeds of such lease, license, contract or agreement unless such proceeds would themselves constitute Canadian Excluded Assets; (3) any assets to the extent that a security interest therein is prohibited by applicable law, rule or regulation (including any requirement of any governmental authority) or requires a consent not obtained of any governmental authority or other third party pursuant to such applicable law, rule or regulation; provided that the foregoing exclusion shall not apply to the extent that any such prohibition would be rendered ineffective pursuant to the PPSA or any other applicable law; (4) any Consumer Goods (as such term is defined in the PPSA); (5) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the Canadian Guarantor; and (6) with respect to the Equity Interests of FMC of Canada Limited held by the Issuer, solely the portion of such Equity Interests in excess of 65% of the total Equity Interests of FMC of Canada Limited held by the Issuer; provided that, with respect to the foregoing clauses (1) through (6), Canadian Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to above (unless such proceeds, substitutions or replacements would themselves constitute Canadian Excluded Assets referred to above). “ Canadian Guarantor ” means the Guarantor organized under the laws of Canada. “ Capitalized Lease Obligations ” means the obligations of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations effectively transfer control of the underlying asset and represent an in-substance financed purchase of an asset, and the amount of such obligations is required to be classified and accounted for as “finance leases” on the balance sheet of such Person, in accordance with GAAP, including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time to time. The amount of Indebtedness represented by any Capitalized Lease Obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.12, a Capitalized Lease Obligation shall be deemed secured by a Lien on the property being leased. For the avoidance of doubt, the term “Capitalized Lease Obligations” does not include any obligations of a Person under any operating leases entered into in the ordinary course of business that do not effectively transfer 6 control of the underlying asset and do not represent an in-substance financed purchase of an asset under GAAP, including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time to time, notwithstanding that GAAP and such accounting rules and regulations, such as Accounting Standards Codification 842, may require that such obligations be recognized on the balance sheet of such Person as a lease liability (along with the related right-of-use asset). “ Captive Insurance Company ” means a Subsidiary of the Issuer created solely for providing self-insurance for the Issuer and its Subsidiaries and engaging in no other activities other than activities ancillary thereto and necessary for the maintenance of corporate existence. “ Cash Equivalents ” means: (1) U.S. dollars, Canadian Dollars, Euros, Swiss francs or, in the case of any Foreign Subsidiary, any local currencies held by it from time to time in the ordinary course of business and not for speculation; (2) direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof, in each case, with maturities not exceeding two years; (3) time deposits, eurodollar time deposits, certificates of deposit and money market deposits, in each case, with maturities not exceeding one year from the date of acquisition thereof, and overnight bank deposits, in each case, with any commercial bank having capital, surplus and undivided profits of not less than $250.0 million; (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below entered into with a bank meeting the qualifications described in clause (3) above; (5) commercial paper or variable or fixed rate notes maturing not more than one year after the date of acquisition issued by a corporation rated at least “P-1” by Moody’s, “A-1” by S&P or “F1” by Fitch (or reasonably equivalent ratings of another internationally recognized rating agency); (6) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, having one of the two highest rating categories obtainable from either Moody’s, S&P or Fitch (or reasonably equivalent ratings of another internationally recognized rating agency); (7) Indebtedness issued by Persons with a rating of at least “A 2” by Moody’s, “A” by S&P or “A” by Fitch (or reasonably equivalent ratings of another internationally recognized rating agency), in each case, with maturities not exceeding one year from the date of acquisition, and marketable short-term money market and similar securities having a rating of at least “P-2,” “A-2” or “F2” from either Moody’s, S&P or Fitch (or reasonably equivalent ratings of another internationally recognized rating agency); 7 (8) Investments in money market funds with average maturities of 12 months or less from the date of acquisition that are rated “Aaa” by Moody’s, “AAA” by S&P or “AAA” by Fitch (or reasonably equivalent ratings of another internationally recognized rating agency); (9) instruments equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above customarily utilized in the countries where any such Restricted Subsidiary is located or in which such Investment is made; and (10) shares of mutual funds whose investment guidelines restrict 95.0% of such funds’ investments to those satisfying the provisions of clauses (1) through (9) above. “ Change of Control ” means the occurrence of any of the following events: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Issuer or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an employee of the Issuer or any of its Subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group” (as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Voting Stock of the Issuer representing more than 50.0% of the voting power of the outstanding Voting Stock of the Issuer; (3) the Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Issuer outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing more than 50.0% of the voting power of the Voting Stock of the surviving Person immediately after giving effect to such transaction; or (4) during any period of 24 consecutive calendar months, the majority of the members of the Board of Directors of the Issuer shall no longer be composed of individuals (a) who were members of the Board of Directors of the Issuer on the first day of such period or (b) whose election or nomination to the Board of Directors of the Issuer was approved by individuals referred to in clause (a) above constituting, at the time of such election or nomination, at least a majority of the Board of Directors of the Issuer or, if directors are nominated by a committee of the Board of Directors of the Issuer, constituting at the time of such nomination, at least a majority of such committee. 8 Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control if (i) the Issuer becomes a direct or indirect Wholly-Owned Subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Issuer immediately prior to that transaction. “ Code ” means the Internal Revenue Code of 1986, as amended from time to time. “ Collateral ” shall have the meaning provided for such term or a similar term in each of the Security Documents and all other property of whatever kind and nature subject (or purported to be subject) from time to time to a Lien under any Security Document. “ Collateral Agreement ” means the Collateral Agreement, dated as of the Issue Date, among the Issuer, the grantors party thereto, the specified pledgors party thereto and the Notes Collateral Agent, as amended, supplemented or modified from time to time. “ Collateral Sub-Agent ” means each Person appointed pursuant to the Pari Passu Intercreditor Agreement or other agreement to hold, administer and, as applicable, enforce Designated Collateral (as defined in the Pari Passu Intercreditor Agreement) on behalf of and for the benefit of all holders of Pari Passu Secured Obligations, together with its successors and assigns in such capacity. “ Common Stock ” means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock. “ Consolidated Amortization Expense ” for any period means the amortization expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. “ Consolidated Adjusted EBITDA ” for any period means, with respect to any specified Person and its Restricted Subsidiaries, without duplication, the sum of the amounts for such period of: (1) Consolidated Net Income, plus (2) in each case only to the extent deducted in determining Consolidated Net Income, (a) provision for taxes based on income, profits or capital, including state, franchise, excise and similar taxes and foreign withholding taxes paid or accrued, including any penalties and interests relating to any tax examinations, and state taxes in lieu of business fees (including business license fees) and payroll tax credits, income tax credits and similar tax credits, and including an amount equal to the amount of tax distributions actually made to the holders of Equity Interests of any direct or indirect parent of the Issuer or the Restricted Subsidiaries in respect of such period (in each case, to the extent attributable to the operations of the Issuer and its Restricted Subsidiaries), which will be included as though such amounts had been paid as income taxes directly by the Issuer, 9 (b) cash dividend payments (excluding items eliminated in consolidation) on any Disqualified Equity Interest of the Issuer or any Restricted Subsidiary, (c) Consolidated Amortization Expense, (d) Consolidated Depreciation Expense, (e) Consolidated Interest Expense, (f) any costs, expenses, losses or charges (including advisory, legal and professional fees) related to the Transactions and any transaction that is out of the ordinary course of business permitted under this Indenture, including issuance of debt or equity, investments, acquisition, disposition, asset sale, recapitalization, mergers, option buyouts or incurrence, issuance, amendment, waiver, modification, redemption or refinancing of any Indebtedness, whether or not consummated, including (A) prepayment premiums, breakage costs and funding costs, (B) such fees, expenses or charges related to the offering of the Notes and any Debt Facilities, (C) any amendment or modification relating to such Indebtedness or similar transactions, (D) any net loss from the extinguishment of any Indebtedness of any Person or the amortization or write-off of Indebtedness issuance costs or Indebtedness discount and (E) any expenses in connection with related due diligence activities or other transactions costs, in each case, as determined by any Officer of the Issuer, (g) any charge, loss, fee, expense, cost accrual or reserve of any kind attributable to the undertaking and/or implementation of cost savings initiatives, cost rationalization programs, operating expense reductions, and/or synergies (including, without limitation, in connection with any integration, restructuring or transition, facility openings and/or reopenings, inventory optimization programs, curtailments and/or future lease commitments), restructuring charges, charges relating to the closure or consolidation of facilities (including, without limitation, severance, rent termination costs, moving costs and legal costs), severance charges, retention or completion bonuses, charges associated with modifications to pension and post-retirement employee benefit plans, corporate development charges and professional and consulting fees incurred in connection with any of the foregoing, (h) any expense or deduction attributable to minority Equity Interests of third parties in any Restricted Subsidiary that is not a Wholly-Owned Subsidiary of the Issuer, (i) the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities, charges and expenses paid or accrued to or on behalf of any direct or indirect parent (other than the Issuer), 10 (j) all charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Equity Interests held by officers or employees of the Issuer and its Subsidiaries and all losses, charges and expenses related to payments made to holders of options or other derivative Equity Interests in the common equity of any direct or indirect parent in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parents, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, (k) all non-cash losses, charges and expenses, including any write-offs or write-downs; provided that if any such non-cash charge represents an accrual or reserve for potential cash items in any future four-fiscal quarter period (i) the Issuer may determine not to add back such non-cash charge in the period for which Consolidated Adjusted EBITDA is being calculated and (ii) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof in such future, four-fiscal quarter period will be subtracted from Consolidated Adjusted EBITDA for such future four-fiscal quarter period, (l) earn-out obligations incurred or accrued in connection with any acquisition and/or Permitted Investment and paid or accrued during such period, (m) factually supportable and identifiable pro forma cost savings related to operational efficiencies, strategic initiatives or purchasing improvements and other synergies, in each case, reasonably expected by the Issuer and the Restricted Subsidiaries to be realized based upon publicly announced actions reasonably expected to be taken within 24 months of the date of such calculation (without duplication of the amount of actual benefit realized during such period from such actions), which cost savings, improvements and synergies can be reasonably computed, as certified in writing by an Officer of the Issuer; provided that any such pro forma adjustments in respect of such cost savings, improvements and synergies shall not exceed 25.0% of Consolidated Adjusted EBITDA (before giving effect to all such adjustments) for any four-quarter period; provided further that such pro forma adjustments shall be determined in good faith by a Responsible Financial or Accounting Officer of the Issuer whether or not such pro forma adjustments would be permitted under SEC rules or guidelines, (n) non-recurring incremental costs arising out of the temporary interruption of the supply of goods to the Issuer and its Subsidiaries, and (o) all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period, minus (3) without duplication, the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period (excluding any non-cash items to the extent they represent the reversal of an accrual of, or cash reserve for, anticipated cash charges that were deducted (and not added back) in the calculation of Consolidated Adjusted EBITDA in any prior period). 11 “ Consolidated Depreciation Expense ” for any period means the depreciation expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. “ Consolidated Interest Coverage Ratio ” means, on any date of determination, with respect to any Person, the ratio of (x) Consolidated Adjusted EBITDA during the most recent four consecutive full fiscal quarters for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (the “ Four-Quarter Period ”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the “ Transaction Date ”) to (y) Consolidated Interest Expense for the Four-Quarter Period. For purposes of this definition, Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to: (1) the incurrence or issuance of any Indebtedness or the issuance of any Disqualified Equity Interests of the Issuer or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment, repurchase or redemption of other Indebtedness or other Disqualified Equity Interests or Preferred Stock (and the application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement), occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, repurchase, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and (2) any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring, assuming or otherwise becoming liable for Indebtedness or Acquired Indebtedness and also including any Consolidated Adjusted EBITDA) in each case occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period, provided further that in the case of clauses (1) and (2) above, such pro forma calculations shall be determined in good faith by a Responsible Financial or Accounting Officer of the Issuer whether or not such pro forma adjustments would be permitted under SEC rules or guidelines. In calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated Interest Coverage Ratio: (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; 12 (b) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and (c) notwithstanding clause (a) or (b) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. “ Consolidated Interest Expense ” for any period means the sum, without duplication, of the aggregate interest expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, to the extent such expense was deducted in computing Consolidated Net Income, including, without duplication: (1) interest component of Capitalized Lease Obligations; (2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings; (3) the net costs associated with Hedging Obligations related to interest rates, other than in connection with early termination (excluding amortization of fees or any non-cash interest expense attributable to the movement in mark-to-market valuation of such obligations); (4) amortization of original issue discount; (5) all other non-cash interest expense; (6) capitalized interest; (7) all dividend payments on any series of Disqualified Equity Interests of the Issuer or any of its Restricted Subsidiaries or any Preferred Stock of any Restricted Subsidiary (other than dividends on Equity Interests payable solely in Qualified Equity Interests of the Issuer, or to the Issuer or a Restricted Subsidiary of the Issuer); (8) all interest payable with respect to discontinued operations; and (9) all interest on any Indebtedness described in clause (7) or (8) of the definition of Indebtedness. Consolidated Interest Expense shall not include any interest expenses relating to (A) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses, (B) any expensing of bridge, commitment or other financing fees and (C) all discounts, commissions, fees and other charges associated with any Receivables Facility. 13 “ Consolidated Net Income ” for any period means the net income (or loss) of such Person and its Restricted Subsidiaries, in each case for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded in calculating such net income (or loss), to the extent otherwise included therein, without duplication: (1) the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Issuer and the Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Issuer or any of its Restricted Subsidiaries during such period; (2) except to the extent includible in the net income (or loss) of the Issuer pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Issuer or any Restricted Subsidiary; (3) solely for purposes of Section 4.7, the net income of any Restricted Subsidiary other than the Issuer or a Guarantor during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary during such period, unless such restriction with respect to the payment of dividends has been legally waived and provided that Consolidated Net Income will be increased by an amount of cash dividends or distributions actually paid to such Person or a Restricted Subsidiary of such Person; (4) gains or losses attributable to discontinued operations; (5) any gain (or loss), charge or write-off, together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized or recorded during such period by the Issuer or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness (including any charges attributable to the early extinguishment or cancellation of Indebtedness), of the Issuer or any Restricted Subsidiary or (b) any Asset Sale (or asset sale) by the Issuer or any Restricted Subsidiary or abandonments or reserves relating thereto; (6) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP; (7) unrealized gains and losses with respect to Hedging Obligations or other derivative instruments; (8) the cumulative effect of any change in accounting principles or policies; (9) any extraordinary, non-recurring, exceptional or unusual gain, loss, expense or charge and the related tax effect; 14 (10) any non-cash compensation charges or other non-cash charges or expenses (including write-offs and write-downs) with respect to the grant, issuance, payment or repricing of stock options, restricted stock or other equity compensation awards or employee benefit plans or agreements or post-employment benefit plans or agreements or any amendment, modification, substitution or change of any equity-based award and any non-cash net after tax gains or losses attributable to the termination of any employee pension benefit plan; (11) accruals and reserves that are established or adjusted within 12 months relating to the consummation of acquisitions in accordance with GAAP; (12) to the extent covered by insurance and actually reimbursed, or, so long as the Issuer has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption; (13) goodwill write-downs or other non-cash impairments of assets, any non-cash impairment charges resulting from the application of ASC 350—Intangibles - Goodwill and Other and ASC 360—Property, Plant and Equipment, and the amortization of intangible assets ; (14) all net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuer); (15) effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting in relation to any acquisition consummated before or after the Issue Date, and the amortization write-down or write-off of any amounts thereof, net of taxes; (16) all amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees; (17) losses, charges and expenses that are covered by indemnification or other reimbursement provisions in connection with any asset disposition will be excluded to the extent actually reimbursed, or, so long as such Person has made a determination that a reasonable basis exists for indemnification or reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days); and (18) non-cash charges for deferred tax asset valuation allowances. “ Consolidated Total Assets ” means, as of any date, the total assets of the Issuer and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, determined based upon the most recent quarter-end financial statements available internally as of the date of determination, and calculated on a pro forma basis. 15 “ Corporate Trust Office ” means the offices of the Trustee at which at any time this Indenture is being administered, which office as of the date hereof is located (i) for purposes of surrender for registration of transfer or exchange or for presentation for payment or repurchase or for conversion only is located at 111 Fillmore Avenue, St. Paul, MN 55107, Attention: Global Corporate Trust Services – FMC Corporation, and (ii) for all other purposes is located at U.S. Bank Trust Company, National Association, 333 Thornall St, Edison, NJ 08837; Attention: Global Corporate Trust Services – FMC Corporation, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Issuer). “ Coverage Ratio Exception ” has the meaning set forth in Section 4.9(a). “ Custodian ” means the Person appointed as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto. “ Customary Recourse Exceptions ” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings. “ Credit Facility Agent ” means Citibank, N.A., in its capacity as the administrative agent under the Revolving Credit Facility, or any successor representative acting in such capacity. “ Debt Facilities ” means one or more debt facilities, debt instruments, indentures or other evidences of Indebtedness (which may be outstanding at the same time and including, without limitation, the Revolving Credit Facility), commercial paper facilities or other agreements providing for revolving credit loans, debt securities, notes, term loans, receivables financing, letters of credit or other Indebtedness and, in each case, as such agreements may be amended, refinanced, restated, replaced, refunded, increased, extended or otherwise restructured, in whole or in part from time to time whether in the bank or debt capital markets (or combination thereof) (including increasing or decreasing the amount of available borrowings thereunder or adding or removing Subsidiaries of the Issuer as additional borrowers, co-issuers or guarantors thereunder or changing the maturity of any Indebtedness incurred thereunder or contemplated thereby) with respect to all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements, and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents) and whether by the same or any other agent, lender, group of lenders or institutional lenders or investors. “ Default ” means any event, act or condition that, after notice or the passage of time or both, would be an Event of Default. 16 “ Definitive Note ” means a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend (as defined in Appendix A) if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend (as defined in Appendix A). “ Depositary ” means with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3(b) hereof as the Depositary with respect to the Global Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. “ Designated Non-cash Consideration ” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary of the Issuer in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. A particular item of Designated Non-cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired, sold or disposed of in accordance with this Indenture. “ Derivative Instrument ” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets (including, without limitation, a physical short position) to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of any securities of the Issuer and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “ Performance References ”). For the avoidance of doubt, the term “Derivative Instrument” shall not include any Notes. “ Designation ” has the meaning given to this term in Section 4.16. “ Designation Amount ” has the meaning given to this term in Section 4.16. “ Disqualified Equity Interests ” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the Stated Maturity of the Notes; provided , however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided further that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof 17 (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Issuer to repurchase or redeem such Equity Interests upon the occurrence of a change in control or an Asset Sale (or similar terms) occurring prior to the 91st day after the Stated Maturity of the Notes shall not constitute Disqualified Equity Interests if the change of control or asset sale provisions applicable to such Equity Interests are no more favorable to such holders than the provisions described under Section 4.13 and Section 4.10, respectively, and such Equity Interests specifically provide that the Issuer will not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’ purchase of the Notes as required pursuant to the provisions described under Section 4.13 and Section 4.10, respectively. “ dollars ”, “ U.S. dollars ” or “ $ ” means lawful money of the United States. “ Domestic Subsidiary ” means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or any state of the United States or the District of Columbia. “ DTC ” means The Depository Trust Company and any successor. “ Dutch Collateral Sub-Agent ” means U.S. Bank Trust Company, National Association, in its capacity as Dutch Collateral Sub-Agent under the Pari Passu Intercreditor Agreement, together with its successors and assigns in such capacity. “ Dutch Guarantor ” means the Guarantors organized under the laws of the Netherlands. “ Eligible Jurisdiction ” means the United States (and each State thereof and the District of Columbia), Canada, Switzerland, the Netherlands, Singapore and other jurisdictions designated as such under any Debt Facility (including the Revolving Credit Facility). “ Equity Interests ” of any Person means (1) any and all shares or other equity interests (including Common Stock, Preferred Stock, limited liability company interests, trust units and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person, but excluding from all of the foregoing any debt securities convertible into Equity Interests, regardless of whether such debt securities include any right of participation with Equity Interests. “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended. “ Excluded Assets ” means: (1) any Principal Property of the Issuer or any Subsidiary that is an Existing Senior Notes Restricted Subsidiary (which Subsidiaries include, as of the date hereof, FMC Idaho, LLC, FMC Production LLC and Thercardia, Inc.) so long as such Principal Property does not secure the Existing Senior Notes or other Debt (as such term is used in the Existing Senior Notes Indenture) or, in each case, any modification, refinancing, refunding, renewal or extension thereof; (2) any (i) shares of stock or Debt of any Existing Senior Notes Restricted Subsidiary so long as such shares of stock or Debt do not secure the Existing Senior Notes or other Debt or, in each case, any modification, refinancing, refunding, renewal or extension thereof; and (ii) Excluded Equity Interests; 18 (3) any assets sold, contributed or otherwise transferred in connection with, or constituting part of, a receivables transaction permitted under the Revolving Credit Facility, including any accounts and related assets subject thereto; (4) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property of any grantor to the extent that a grant of a security interest therein would violate or invalidate such contract, lease, permit, license, charter or license agreement or create a right of termination in favor of any other party thereto (other than any grantor) pursuant to the terms thereof (after giving effect to Sections 9-406, 9-407, 9-408 and 9-409 of the Uniform Commercial Code, as in effect in New York (the “ New York UCC ”) or any other applicable law); provided that the foregoing exclusion shall immediately cease to apply at such time as the condition causing such violation or invalidation shall no longer be continuing and, to the extent severable, shall not apply to any portion of such contract, lease, permit, license, charter or license agreement that does not result in any such violation or invalidation; provided further that the exclusions referred to in this clause (4) shall not include any proceeds of such lease, license, contract or agreement unless such proceeds would themselves constitute Excluded Assets; (5) any intent-to-use applications for registration of a trademark filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)), solely to the extent that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of, such intent-to-use trademark application or any registration that issues from such intent-to-use application under applicable law; provided that such intent-to-use trademark application shall cease to constitute Excluded Assets upon the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto (at which time it will become a Trademark within the Collateral); (6) any assets to the extent that a security interest therein is prohibited by applicable law, rule or regulation (including any requirement of any governmental authority) or requires a consent not obtained of any governmental authority or other third party pursuant to such applicable law, rule or regulation; provided that, the foregoing exclusion shall not apply to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 and 9-409 of the New York UCC or any other applicable law; and (7) any (i) Swiss law governed assets of FMC Switzerland II GmbH or any other Swiss Guarantor that are or will be subject to a security interest in favor of the Swiss Collateral Sub-Agent in accordance with the terms of any Security Document that is not a U.S. Security Document, (ii) inventory owned by any Swiss Guarantor in Switzerland, and (iii) Equity Interests held by any Swiss Guarantor in any Specified Subsidiary; provided that, with respect to the foregoing clauses (1) through (7), Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to above (unless such proceeds, substitutions or replacements would themselves constitute Excluded Assets referred to above). 19 “ Excluded Equity Interests ” means: (1) all Equity Interests of: (i) FMC of Canada Limited; (ii) Mid-Atlantic Investments Ltd.; (iii) FMC Holdings 1 Pte. Ltd.; and (iv) FMC Agro Singapore Pte. Ltd.; provided that notwithstanding the foregoing, any such Equity Interests shall cease to be Excluded Equity Interests at such time as (i) the Security Documents (other than the U.S. Security Documents) that would provide for a pledge of such Equity Interests are not executed and delivered as and when required under this Indenture or (ii) the pledge of such Equity Interests under the Security Documents (other than the U.S. Security Documents) ceases to be effective for any reason; (2) with respect to the Equity Interests of FMC Quimica de Brasil Ltda held by FMC US Holdings LLC, solely the portion of such Equity Interests in excess of 65% of the total Equity Interests of FMC Quimica de Brasil Ltda; and (3) all Equity Interests of Global Specialty Solutions US LLC. “ Excluded Subsidiary ” means any: (1) Immaterial Subsidiary; (2) Subsidiary that is not a Wholly-Owned Subsidiary of the Issuer; provided that no Subsidiary shall be deemed to be an Excluded Subsidiary pursuant to this clause (2) as a result of the issuance of, or disposition of, Equity Interests issued by such Subsidiary after the Issue Date to a Person if prior to such disposition or issuance such Subsidiary was a Wholly-Owned Subsidiary unless: (x) such transaction is entered into by the Issuer or any of its Restricted Subsidiaries for a bona fide business purpose and, for the avoidance of doubt, not for the primary purpose of causing such Subsidiary to be released from its Guarantee as a result of such Subsidiary otherwise constituting an Excluded Subsidiary pursuant to this clause (2) and (y) after giving pro forma effect to the applicable release, the Issuer and the Guarantors are deemed to have made a new Investment in such Person on the date of such release (as if such Subsidiary was not a Guarantor) in an amount equal to the portion of the fair market value of the Issuer and the Guarantors’ retained ownership interest in such Subsidiary and such Investment would be permitted under this Indenture; (3) Unrestricted Subsidiary; (4) Subsidiary if acting as a Guarantor, or its Guarantee, would, and only so long as it would, (a) be prohibited by law or regulation or by any contractual obligation existing on the (but not incurred in anticipation of) Issue Date or on the date such Subsidiary is acquired or organized (as long as, in the case of an acquisition of a Subsidiary, such prohibition did not arise as part of such acquisition) or (b) require a governmental or regulatory consent, approval, license or authorization (unless such consent, approval, license or authorization has been received); and 20 (5) Subsidiary that is a Captive Insurance Company, not-for-profit Subsidiary or Receivables Subsidiary; in each case, unless the Issuer determines in its sole discretion, upon written notice to the Trustee, that any of the foregoing Persons (other than a Subsidiary that is not a Wholly-Owned Subsidiary of the Issuer) should not be an Excluded Subsidiary. Notwithstanding the foregoing, a Restricted Subsidiary may be an Excluded Subsidiary in circumstances where the Issuer and the Credit Facility Agent agree that any of the cost, difficulty, burden or consequences of such Restricted Subsidiary providing a Guarantee is excessive in relation to the value afforded thereby. “ Existing Notes ” means, collectively, the Existing Senior Notes and the Existing Subordinated Notes. “ Existing Senior Notes ” means, collectively, the Issuer’s 3.200% Senior Notes due 2026, 3.450% Senior Notes due 2029, 5.650% Senior Notes due 2033, 4.500% Senior Notes due 2049 and 6.375% Senior Notes due 2053. “ Existing Senior Notes Indenture ” means the indenture, dated as of November 15, 2009, between the Issuer and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee, as supplemented by the Fourth Supplemental Indenture, dated as of September 20, 2019, between the Issuer and U.S. Bank National Association, as trustee, and the Fifth Supplemental Indenture, dated as of May 18, 2023, between the Issuer and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee, and as amended, supplemented, or otherwise modified from time to time. “ Existing Senior Notes Restricted Subsidiary ” has the meaning given to the term “Restricted Subsidiary” in the Existing Senior Notes Indenture (which Subsidiaries include, as of the date hereof, FMC Idaho, LLC, FMC Production LLC and Thercardia, Inc.). “ Existing Subordinated Notes ” means the Issuer’s 8.450% Fixed-to-Fixed Reset Rate Subordinated Notes due 2055. “ Existing Subordinated Notes Indenture ” means the indenture, dated as of May 27, 2025, between the Issuer and U.S. Bank Trust Company, National Association, as trustee, as amended, supplemented or otherwise modified from time to time. “ Fair Market Value ” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction as such price is determined in good faith by management of the Issuer. “ Fitch ” means Fitch Ratings, a subsidiary of Fitch Ratings Inc., or any successor by merger or consolidation to its business. 21 “ First Reset Date ” has the meaning given to such term in the Existing Subordinated Notes Indenture. “ Foreign Subsidiary ” means any Restricted Subsidiary not organized or existing under the laws of the United States, any state thereof or the District of Columbia, and any Restricted Subsidiary of such Restricted Subsidiary. “ GAAP ” means generally accepted accounting principles in the United States, as in effect on the Issue Date. “ Global Notes ” means the Notes that are in the form of Exhibit A attached hereto issued in global form and registered in the name of the Depositary or its nominee. “ Governmental Authority ” means any federal, state, provincial, municipal, local, national, transnational, foreign or other governmental department, commission, board, tribunal, bureau, ministry, court, agency, authority, instrumentality or regulatory, legislative, judicial or arbitral body, or other law, rule or regulation-making entity, or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court. “ Government Securities ” means (1) securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) securities that are obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America which, in either case, are not callable or redeemable at the option of the issuers thereof. “ guarantee ” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “ guarantee ,” when used as a verb, and “ guaranteed ” have correlative meanings. “ Guarantee ” means, individually, any guarantee of payment of the Notes by a Guarantor pursuant to the terms of this Indenture and any supplemental indenture thereto, and, collectively, all such guarantees. “ Guarantors ” means each Restricted Subsidiary (other than the Post-Closing Guarantors) on the Issue Date that is a party to this Indenture for purposes of providing a Guarantee with respect to the Notes, and each other Person that is required to, or at the election of the Issuer, does become a Guarantor by the terms of this Indenture after the Issue Date (including the Post-Closing Guarantors), in each case, until such Person is released from its Guarantee in accordance with the terms of this Indenture. “ Hedging Obligations ” of any Person means the obligations of such Person under option, swap, cap, collar, forward purchase or similar agreements or arrangements intended to manage exposure to interest rates or currency exchange rates or commodity prices (including, without limitation, for purposes of this definition, rates for electrical power used in the ordinary course of business), either generally or under specific contingencies. 22 “ Holder ” means any registered holder, from time to time, of the Notes. “ Immaterial Subsidiary ” means, as of any date, any Subsidiary that (i) did not, as of the last day of the most recent fiscal quarter of the Issuer for which financial statements have been delivered (or were required to be delivered), have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of the Issuer and the Restricted Subsidiaries for the period of four consecutive fiscal quarters for which financial statements have been delivered (or were required to be delivered), calculated on a consolidated basis in accordance with GAAP; and (ii) taken together with all Immaterial Subsidiaries as of the last day of the most recent fiscal quarter of the Issuer for which financial statements have been delivered (or were required to be delivered), did not have assets with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Issuer and the Restricted Subsidiaries on a consolidated basis for such four-quarter period. “ incur ” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer shall be deemed to have been incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer, (2) neither the accrual of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interests nor the payment of interest in the form of additional Indebtedness, Disqualified Equity Interests or Preferred Stock shall be deemed to be an incurrence of Indebtedness and (3) any Indebtedness pursuant to any revolving credit or similar facility shall only be incurred at the time any funds are borrowed thereunder. “ Indebtedness ” of any Person at any date means, without duplication: (1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof); (2) all obligations of such Person evidenced by bonds, debentures, bankers’ acceptances, notes or other similar instruments; (3) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty and similar credit transactions, in each case only to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness; (4) all obligations of such Person for the deferred purchase price or deferred consideration or similar arrangements in respect of property or services (other than (i) trade payables and other accrued current liabilities incurred in the ordinary course of such Person’s business and (ii) any earnout obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP (excluding disclosure on the notes and footnotes thereto)) to the extent the same would be required to be shown as a long-term liability on a balance sheet in accordance with GAAP; 23 (5) the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Equity Interests or, with respect to any Non-Guarantor Subsidiaries, any Preferred Stock (but excluding, in each case, any accrued dividends); (6) all Capitalized Lease Obligations of such Person; (7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; (8) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or its Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis; and (9) to the extent not otherwise included in this definition, net Hedging Obligations of such Person. Notwithstanding the foregoing, the following shall not constitute Indebtedness: (1) accrued expenses, intercompany liabilities and trade accounts payable arising in the ordinary course of business; (2) any Indebtedness that has been defeased, covenant defeased or satisfied and discharged in accordance with GAAP or pursuant to the deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such Indebtedness, and subject to no other Liens, and in accordance with the other applicable terms of the instrument governing such Indebtedness; (3) prepaid or deferred revenue and related liabilities arising from any deposit, advance payment or prepayment by a customer or licensee, or any refund obligation related thereto arising in the ordinary course of business; (4) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset; (5) earn-out obligations until such obligations are not paid after becoming due and payable; and (6) any lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Issue Date. 24 The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum mandatory redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Indenture. The term “Indebtedness” excludes any repayment or reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation shall constitute Indebtedness. Notwithstanding the foregoing, the term “Indebtedness” shall not include any obligations of a Person under a lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which are not required to be classified and accounted for as “finance lease obligations” on the balance sheet of such Person in accordance with GAAP, including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time to time, notwithstanding that GAAP and such accounting rules and regulations (including Accounting Standards Codification 842) may require such operating lease obligations to be recognized on the balance sheet of such Person as a lease liability (along with the related right-of-use asset). “ Indenture ” means this Indenture, as amended or supplemented from time to time. “ Initial Notes ” has the meaning set forth in the recitals hereto. “ Intellectual Property ” means all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of the Issuer’s or any Restricted Subsidiary’s business. “ Investment Grade Status” shall occur when the Issuer receives a “corporate family rating” (or comparable designation) equal to or higher than any two of the following (i) Baa3 (or the equivalent) by Moody’s, (ii) BBB- (or the equivalent) by S&P, (iii) BBB- (or the equivalent) by Fitch or (iv) the equivalent of such rating by any other Rating Agency, in each case, with a stable or better outlook. 25 “ Investments ” of any Person means: (1) all direct or indirect investments by such Person in any other Person (including Affiliates) in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person (excluding endorsements of negotiable instruments and documents in the ordinary course of business, extensions of trade credit, advances to customers and suppliers and commission, travel and other similar advances to officers, directors, employees and consultants made in the ordinary course of business); (2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person; (3) all other items that would be classified as investments in another Person on a balance sheet of such Person prepared in accordance with GAAP; and (4) the Designation of any Subsidiary as an Unrestricted Subsidiary. Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of an Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 4.16. If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of the Issuer shall be deemed not to be Investments, and guarantees of obligations under leases in the ordinary course of business shall not be deemed Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Issuer’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment. “ Issue Date ” means June 5, 2026, the date on which the Initial Notes were originally issued. “ Issuer ” has the meaning set forth in the preamble of this Indenture and any successor thereto permitted under Section 5.1. “ Junior Lien ” means a Lien, junior to the Liens on the Collateral securing any Pari Passu Secured Obligations pursuant to the Junior Lien Intercreditor Agreement, granted by the Issuer or any Guarantor to secure Junior Lien Obligations. “ Junior Lien Documents ” means, collectively, any indenture, note, security document and each of the other agreements, documents and instruments providing for or evidencing any Junior Lien Obligations, and any other document or instrument executed or delivered at any time in connection with any Junior Lien Obligations, to the extent such are effective at the relevant time, in each case as each may be amended, restated, supplemented, modified, renewed, extended or refinanced in whole or in part from time to time, and any other credit agreement, indenture or other agreement, document or instrument evidencing, governing, relating to or securing any Junior Lien Indebtedness. 26 “ Junior Lien Indebtedness ” means any Indebtedness (other than intercompany Indebtedness owing to the Issuer or its Affiliates) of the Issuer or any Guarantor (including any Refinancing Indebtedness in respect thereof) that is secured by a Junior Lien pursuant to a Permitted Lien described under clause (13)(ii), (17) or (35) of the definition thereof; provided that in the case of any Indebtedness referred to in this definition: (1) such Indebtedness does not mature and does not have any mandatory or scheduled payments or sinking fund obligations prior to the Stated Maturity of the Notes (except as a result of a customary change of control or asset sale repurchase offer provisions); (2) on or before the date on which the first such Indebtedness is incurred by the Issuer or any Guarantor, the Issuer shall deliver to each Pari Passu Notes Lien Representative complete copies of each applicable Junior Lien Document (which shall provide that each secured party with respect to such Indebtedness shall be subject to and bound by the Junior Lien Intercreditor Agreement), along with an Officer’s Certificate certifying as to such Junior Lien Documents and identifying the obligations constituting Junior Lien Obligations; (3) on or before the date on which any such Indebtedness is incurred by the Issuer or any Guarantor, such Indebtedness is designated by the Issuer, in an Officer’s Certificate delivered to the Junior Lien Representative and each Pari Passu Notes Lien Representative, as “Junior Lien Indebtedness” under this Indenture; (4) a Junior Lien Representative is designated with respect to such Indebtedness and executes and delivers the Junior Lien Intercreditor Agreement (including, as applicable, a joinder thereto) on behalf of itself and all holders of such Indebtedness; and (5) all other requirements set forth in the Junior Lien Intercreditor Agreement as to the confirmation, grant or perfection of the Liens of the holders of Junior Lien Indebtedness to secure such Indebtedness or Obligations in respect thereof are satisfied. “ Junior Lien Intercreditor Agreement ” means an intercreditor agreement which subordinates the Lien on the Collateral of the holders of the Junior Lien Indebtedness to the Lien on the Collateral of the holders of the Pari Passu Secured Obligations and the terms of which are consistent with market terms (in the view of the Credit Facility Agent or, if the Credit Facility Agent has been replaced, any other agent for the holders of Pari Passu Secured Obligations) governing security arrangements for the subordination and sharing of liens or arrangements relating to the distribution of payments, as applicable, at the time the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto. “ Junior Lien Obligations ” means Junior Lien Indebtedness and all other Obligations in respect thereof. “ Junior Lien Representative ” means in the case of any series of Junior Lien Indebtedness, the trustee, agent or representative of the holders of such series of Junior Lien Indebtedness who is appointed as a representative of the Junior Lien Indebtedness (for purposes related to the administration of security interests) pursuant to the applicable Junior Lien Document governing such series of Junior Lien Indebtedness, together with its successors and assigns in such capacity. 27 “ Lien ” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, easement, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any financing lease having substantially the same economic effect as any of the foregoing. “ Long Derivative Instrument ” means a Derivative Instrument (1) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (2) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References. “ Material Assets ” means (a) any asset that constitutes Collateral, (b) any asset or group of related assets with a Fair Market Value in excess of $25,000,000 and (c) any Material Intellectual Property. “ Material Indebtedness ” means at any time any Indebtedness (other than the Notes) of the Issuer or any Restricted Subsidiary in an outstanding principal amount exceeding the greater of (x) $200.0 million and (y) 25.0% of Consolidated Adjusted EBITDA for the most recently ended fiscal quarter of the Issuer. “ Material Intellectual Property ” means any intellectual property that is, in the good faith determination of the Issuer, material to the operation of the business of the Issuer and its Restricted Subsidiaries, taken as a whole. “ Moody’s ” means Moody’s Investors Service, Inc., or any successor to its rating agency business. “ Net Short ” means, with respect to a Holder or beneficial owner and the Notes, as of the date of determination, either (1) the value of its Short Derivative Instruments exceeds the sum of (a) the value of its Notes plus (b) the value of its Long Derivative Instruments as of such date of determination or (2) it is reasonably expected that the foregoing clause (1) would have been the case if a “Failure to Pay” or “Bankruptcy Credit Event” (each as defined in the 2014 ISDA Credit Derivatives Definitions) were to have occurred with respect to the Issuer or any Guarantor immediately prior to such date of determination. “ New York Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York. 28 “ Net Available Proceeds ” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries from such Asset Sale, net of: (1) brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Sale and other reasonable costs incurred in preparing such asset for sale and any relocation expenses incurred as a result thereof; (2) provisions for taxes payable (including any withholding or other taxes paid or reasonably estimated to be payable in connection with the transfer to the Issuer of such proceeds from any Restricted Subsidiary that received such proceeds) as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements); (3) amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) (a) owning a beneficial interest in the assets subject to the Asset Sale or (b) having a Lien thereon that has a higher priority than the Liens securing the Notes and the Guarantees on the assets that were the subject of the Asset Sale and that is required (other than pursuant to Section 4.10) to be paid as a result of such transaction; (4) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; (5) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; provided , however , that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds; and (6) any portion of cash proceeds that the Issuer determines in good faith should be reserved for post-closing adjustments, it being understood and agreed that on the day that all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Issuer or any of its Restricted Subsidiaries will constitute Net Available Proceeds on such date. “ Non-Guarantor Subsidiary ” means any Restricted Subsidiary of the Issuer that is not a Guarantor. “ Non-Recourse Debt ” means Indebtedness of an Unrestricted Subsidiary: (1) as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), except for Customary Recourse Exceptions, (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender; and (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity. 29 “ Notes ” means the Initial Notes and any Additional Notes issued in accordance with the provisions of this Indenture. The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture. “ Notes Collateral Agent ” has the meaning set forth in the preamble of this Indenture and any successor thereto. “ Notes Documents ” means, collectively, this Indenture, the Notes, the Security Documents and each of the other agreements, documents and instruments providing for or evidencing any other Pari Passu Secured Obligations, and any other document or instrument executed or delivered at any time in connection with any Pari Passu Secured Obligations, to the extent such are effective at the relevant time, in each case, as each may be amended, restated, supplemented, modified, renewed, extended or refinanced in whole or in part from time to time, and any other credit agreement, indenture or other agreement, document or instrument evidencing, governing, relating to or securing any Pari Passu Notes Lien Indebtedness. “ Obligation ” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness and guarantees of payment of such Obligations under any Notes Documents or documents governing another Debt Facility (including the Revolving Credit Facility), as the case may be. “ Offer to Purchase ” means, as applicable, a Change of Control Offer, Collateral Disposition Offer or Net Proceeds Offer. “ Offering Memorandum ” means the offering memorandum, dated May 21, 2026, related to the offer and sale of the Notes. “ Officer ” means (a) any of the following of the Issuer or any Guarantor: Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Accounting Officer, a Vice President, the Chief Financial Officer, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary and (b) a Managing Director ( bestuurder ) of any Dutch Guarantor. “ Officer’s Certificate ” means a certificate signed by an Officer. “ Opinion of Counsel ” means a written opinion from legal counsel acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer. “ Pari Passu Indebtedness ” means any Indebtedness of the Issuer or any Guarantor that is not Subordinated Indebtedness (including the Existing Notes). “ Pari Passu Intercreditor Agreement ” means the First Lien Pari Passu Intercreditor Agreement, dated as of the Issue Date, among the Issuer, the Guarantors, the Notes Collateral Agent, the Credit Facility Agent, the Dutch Collateral Sub-Agent and the Swiss Collateral Sub-Agent, as amended, supplemented or modified from time to time. 30 “ Pari Passu Lien Net Leverage Ratio ” means, at any time of determination, the ratio of (i) the outstanding principal amount of (x) Indebtedness incurred pursuant to Section 4.9(b)(1), Section 4.9(b)(2)(a) and Section 4.9(b)(2)(b) (including, for avoidance of doubt, any Junior Lien Indebtedness) plus (y) any other Pari Passu Notes Lien Indebtedness to (ii) the Consolidated Adjusted EBITDA of the Issuer during the most recent Four-Quarter Period ending on or prior to the date of determination; provided that such Pari Passu Lien Net Leverage Ratio shall be determined on a pro forma basis in a manner consistent with the definition of Consolidated Interest Coverage Ratio. The amount of Indebtedness in clause (i) may be calculated net of Unrestricted Cash in excess of $150.0 million. “ Pari Passu Lien Priority ” means relative to specified Indebtedness and other obligations having equal Lien priority to (i) the Notes and the Guarantees on the Collateral or (ii) the Revolving Credit Facility on the Collateral, as applicable. “ Pari Passu Notes Lien Documents ” means any credit agreement (including the Revolving Credit Facility), note purchase agreement, indenture (including this Indenture) or other agreement related thereto and all other loan or note documents, collateral or security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, any Pari Passu Notes Lien Indebtedness, as such agreements or instruments may be amended, supplemented, modified, restated, replaced, renewed, refunded, restructured, increased or refinanced from time to time. “ Pari Passu Notes Lien Indebtedness ” means (i) the Revolving Credit Facility Obligations, (ii) any Additional Notes and (iii) any other Indebtedness that has a Stated Maturity date that is equal to or longer than the Stated Maturity date of the Notes and that is permitted to have Pari Passu Lien Priority relative to the Notes and the Guarantees with respect to the Collateral and is not secured by any other assets; provided that, in each case, an authorized representative of the holders of such Indebtedness (other than the Revolving Credit Facility Obligations and any Additional Notes) shall have executed a joinder to the Pari Passu Intercreditor Agreement in accordance with the terms thereof (or otherwise satisfactory to the Credit Facility Agent). “ Pari Passu Notes Lien Representative ” means (i) the Notes Collateral Agent, in the case of this Indenture and the Notes, (ii) the Credit Facility Agent, in the case of the Revolving Credit Facility, and (iii) in the case of any other series of Pari Passu Notes Lien Indebtedness, the trustee, agent or representative of the holders of such series of Pari Passu Notes Lien Indebtedness who is appointed as a representative of such series of Pari Passu Notes Lien Indebtedness (for purposes related to the administration of the applicable security documents related thereto) pursuant to the indenture, credit agreement or other agreement governing such series of Pari Passu Notes Lien Indebtedness. “ Pari Passu Secured Documents ” means the credit, guarantee and security documents governing the Pari Passu Secured Obligations, including, without limitation, the related Security Documents and Pari Passu Intercreditor Agreement. 31 “ Pari Passu Secured Obligations ” means, subject to the terms and conditions in the Pari Passu Intercreditor Agreement, (i) all Obligations under this Indenture and the Notes and (ii) all Pari Passu Notes Lien Indebtedness. “ Participant ” means, with respect to the Depositary, a Person who has an account with the Depositary. “ Paying Agent ” means any Person (including the Issuer or one of its Restricted Subsidiaries acting as Paying Agent) authorized by the Issuer to pay the principal of, premium, if any, or interest on any Notes on behalf of the Issuer. “ Payment Default ” means any default in payment of amounts when due on the applicable Indebtedness, without giving effect to any grace period. “ Perfection Certificate ” means the Perfection Certificate with respect to the Issuer and the Guarantors organized under the laws of the United States, Canada, the Netherlands, Switzerland and Singapore in a form substantially similar to that delivered on the Issue Date. “ Permitted Business ” means the businesses engaged in by the Issuer and its Subsidiaries on the Issue Date as described in the Offering Memorandum and businesses that are reasonably related, complementary, incidental, ancillary or similar thereto or reasonable extensions thereof. “ Permitted Indebtedness ” has the meaning set forth in Section 4.9(b). “Permitted Investment” means: (1) Investments by the Issuer or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) any Person that will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into or dispose of all or substantially all of its property or assets to, or is liquidated into, the Issuer or any Restricted Subsidiary and any Investment held by any such Person at such time that was not incurred in contemplation of such acquisition, merger or consolidation; (2) Investments in the Issuer or in any Restricted Subsidiary; (3) loans and advances to directors, employees, consultants and officers of the Issuer and its Restricted Subsidiaries (i) in the ordinary course of business (including moving, payroll, travel and entertainment related advances) (other than any loans or advances to any director or executive officer (or equivalent thereof) that would be in violation of Section 402 of the Sarbanes-Oxley Act), (ii) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office and (iii) in an aggregate principal amount not to exceed $20.0 million at any time outstanding (calculated without regard to write-downs or write-offs thereof after the date made); (4) Hedging Obligations entered into in the ordinary course of business and not for the purpose of speculation; (5) Investments in cash and Cash Equivalents; 32 (6) Investments in securities of trade creditors or customers received pursuant to any bankruptcy, workout, plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or received in compromise, settlement or resolution of Indebtedness, claims, litigation, arbitration or other disputes with such parties and, in each case, extensions, modifications and amendments thereof; (7) Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in connection with (i) an Asset Sale made in compliance with Section 4.10 or (ii) a disposition of assets that is not an Asset Sale; (8) any Investments in prepaid expenses, negotiable instruments held for collection, surety and performance bonds and worker’s compensation, and lease, utility, tax, performance and other similar deposits and prepaid expenses in the ordinary course of business; (9) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments; (10) Investments in Unrestricted Subsidiaries not to exceed the greater of (a) $50.0 million and (b) 12.5% of the Issuer’s Consolidated Adjusted EBITDA as of the date any such Investment is made; provided , however , that if any Investment pursuant to this clause (10) is made in any Person that later becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be a Restricted Subsidiary; (11) guarantees of Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted in accordance with Section 4.9; (12) repurchases of or other Investments in the Notes; (13) advances or extensions of credit to customers or suppliers in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Issuer or the applicable Restricted Subsidiary deems reasonable under the circumstances; (14) Investments existing on, or made pursuant to commitments in effect on, the Issue Date and any Investment consisting of an extension, modification, renewal or replacement thereof under the terms of agreements in existence on the Issue Date; (15) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Equity Interests) of the Issuer and/or Investments made with the net cash proceeds from the sale of Equity Interests (exclusive of Disqualified Equity Interests) of the Issuer; provided , however , that in either case such Equity Interests will not increase the amount available for Restricted Payments under the Restricted Payments Basket; 33 (16) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) that, when taken together with all other Investments made pursuant to this clause (16) since the Issue Date and then outstanding (net of returns of capital and sales, liquidations and redemptions of Investments), do not exceed the greater of (a) $200.0 million and (b) 25.0% of the Issuer’s Consolidated Adjusted EBITDA determined at the time of investment; provided that if any Investment made pursuant to this clause (16) is made in any Person that is not a Restricted Subsidiary at the time of the Investment but becomes a Restricted Subsidiary after such date, such investment will thereafter be deemed to have been made pursuant to clause (1) above and not this clause (16) for as long as the Person continues to be a Restricted Subsidiary; (17) performance guarantees of any trade or non-financial operating contract (other than such contract that itself constitutes Indebtedness) in the ordinary course of business; (18) Receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided , however , that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances; (19) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person, in each case in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; (20) intercompany Investments among the Issuer and its Restricted Subsidiaries (including intercompany Indebtedness); (21) accounts receivable, security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors and others, in each case, in the ordinary course of business; (22) Investments acquired as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (23) intercompany loans among Non-Guarantor Subsidiaries and Guarantees by Non-Guarantor Subsidiaries permitted by Section 4.9; (24) acquisitions of obligations of one or more officers or other employees of any direct or indirect parent, the Issuer or any Subsidiary in connection with such officer’s or employee’s acquisition of Equity Interests of such direct or indirect parent, so long as no cash is actually advanced by the Issuer or any Restricted Subsidiary to such officers or employees in connection with the acquisition of any such obligations; (25) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or any Restricted Subsidiary; 34 (26) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its Subsidiaries; (27) Investments for the establishment and maintenance (including the establishment and maintenance of required reserves in an amount not to exceed the reserves reasonably determined by an independent actuary and in any event not less than any amount that may be required from time to time in accordance with applicable statutes or other applicable law) of a captive insurance program that is reasonable and customary for companies engaged in the same or similar businesses; and (28) any Investment, if (a) no Default or Event of Default shall have occurred and be continuing immediately prior to making such Investment or would result therefrom and (b) the Total Net Leverage Ratio, on a pro forma basis, is less than or equal to 3.75 to 1.00. In determining whether any Investment is a Permitted Investment, the Issuer may allocate or reallocate all or any portion of an Investment among the clauses of this definition and any of the provisions of the covenant described under Section 4.7. “ Permitted Liens ” means the following types of Liens: (1) Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Issuer or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; (2) Liens in respect of property of the Issuer or any Restricted Subsidiary imposed by law or contract which were not incurred or created to secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and which do not in the aggregate materially detract from the value of the property of the Issuer or its Restricted Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Issuer and its Restricted Subsidiaries, taken as a whole; (3) pledges or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation including as required under the Federal Employers Liability Act, unemployment insurance, road transportation and other types of social security regulations; (4) Liens (i) incurred in the ordinary course of business to secure the performance of tenders, bids, trade contracts, stay and customs bonds, leases, statutory obligations, surety and appeal bonds, statutory bonds, government contracts, performance and return money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), (ii) incurred in the ordinary course of business to secure liability for premiums to insurance carriers or self-insurance arrangement obligations or (iii) deposits as security for contested taxes or import duties or for the payment of rent, in each case, in the ordinary course of business; 35 (5) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (6) Liens arising out of judgments or awards not resulting in a Default or an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and in respect of which the Issuer or any affected Restricted Subsidiary has set aside on its books reserves in accordance with GAAP with respect thereto; (7) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and title defects or irregularities and other similar encumbrances incurred in the ordinary course of business in each case that are of a minor nature and that, individually and in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Issuer or any Restricted Subsidiary; (8) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof; (9) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff, and deposits made in the ordinary course of business to secure liability to insurance carriers; (10) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements or rights of set-off relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business; (11) any interest or title of a lessor or sublessor under any lease or sublease entered into by the Issuer or any Restricted Subsidiary in accordance with this Indenture; (12) the filing of Uniform Commercial Code financing statements or PPSA financing statements or equivalent statements in any other…

Document text

EX-4.1 · d148295dex41.htm

EX-4.1
 2
 d148295dex41.htm
 EX-4.1

 Exhibit 4.1

 FMC CORPORATION
 AND EACH OF THE
GUARANTORS PARTY HERETO
 8.000% SENIOR SECURED NOTES DUE 2031

 INDENTURE
 DATED AS OF
JUNE 5, 2026
 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

 AS TRUSTEE AND NOTES COLLATERAL AGENT

 TABLE OF CONTENTS

  

 Page

 Article I Definitions and Incorporation by Reference

 1

   

 Section 1.1

 Definitions

 1

 Section 1.2

 Other Definitions

 50

 Section 1.3

 Rules of Construction

 51

 Section 1.4

 Dutch Terms

 53

 Section 1.5

 Acts of Holders

 53

 Article II The Notes

 55

 Section 2.1

 Form and Dating, Terms

 55

 Section 2.2

 Execution and Authentication

 56

 Section 2.3

 Registrar; Paying Agent

 57

 Section 2.4

 Paying Agent to Hold Money in Trust

 57

 Section 2.5

 Holder Lists

 58

 Section 2.6

 Transfers and Exchange

 58

 Section 2.7

 Replacement Notes

 59

 Section 2.8

 Outstanding Notes

 60

 Section 2.9

 Treasury Notes

 60

 Section 2.10

 Temporary Notes

 60

 Section 2.11

 Cancellation

 60

 Section 2.12

 Interest and Defaulted Interest

 61

 Section 2.13

 CUSIP and ISIN Numbers

 62

 Section 2.14

 Persons Deemed Owners

 62

 Section 2.15

 Additional Amounts

 63

 Article III Redemption and Prepayment

 66

 Section 3.1

 Notices to Trustee

 66

 Section 3.2

 Selection of Notes to Be Redeemed

 66

 Section 3.3

 Notice of Optional Redemption

 66

 Section 3.4

 Effect of Notice of Redemption

 68

 Section 3.5

 Deposit of Redemption Price

 68

 Section 3.6

 Notes Redeemed in Part

 68

 Section 3.7

 Optional Redemption

 69

 Section 3.8

 Optional Redemption for Changes in Withholding Taxes

 70

 Section 3.9

 Mandatory Redemption

 70

 Article IV Covenants

 71

 Section 4.1

 Payment of Notes

 71

 Section 4.2

 Maintenance of Office or Agency

 71

 Section 4.3

 Provision of Financial Information

 71

 Section 4.4

 Compliance Certificate

 73

 Section 4.5

 Taxes

 74

 Section 4.6

 Stay, Extension and Usury Laws

 74

 Section 4.7

 Limitation on Restricted Payments

 74

 i

   

 Section 4.8

 Restricted Use of Proceeds in Switzerland

 79

 Section 4.9

 Limitation on Additional Indebtedness

 79

 Section 4.10

 Limitation on Asset Sales

 85

 Section 4.11

 [Reserved]

 92

 Section 4.12

 Limitation on Liens

 92

 Section 4.13

 Offer to Purchase upon Change of Control

 93

 Section 4.14

 Corporate Existence

 95

 Section 4.15

 Additional Guarantees

 95

 Section 4.16

 Limitation on Designation of Unrestricted Subsidiaries

 96

 Section 4.17

 Effectiveness of Covenants

 97

 Article V Successors

 99

 Section 5.1

 Consolidation, Merger, Conveyance, Transfer or Lease

 99

 Article VI Defaults and Remedies

 102

 Section 6.1

 Events of Default

 102

 Section 6.2

 Acceleration

 105

 Section 6.3

 Other Remedies

 106

 Section 6.4

 Waiver of Past Defaults

 107

 Section 6.5

 Control by Majority

 107

 Section 6.6

 Limitation on Suits

 107

 Section 6.7

 Net Short Provisions

 107

 Section 6.8

 Rights of Holders of Notes to Receive Payment

 110

 Section 6.9

 Collection Suit by Trustee or the Notes Collateral Agent

 110

 Section 6.10

 Trustee May File Proofs of Claim

 111

 Section 6.11

 Priorities

 111

 Section 6.12

 Undertaking for Costs

 112

 Article VII Trustee

 112

 Section 7.1

 Duties of Trustee

 112

 Section 7.2

 Rights of Trustee

 113

 Section 7.3

 Individual Rights of the Trustee

 115

 Section 7.4

 Trustee’s Disclaimer

 115

 Section 7.5

 Notice of Defaults

 116

 Section 7.6

 Compensation and Indemnity

 116

 Section 7.7

 Replacement of Trustee

 117

 Section 7.8

 Successor Trustee by Merger, Etc.

 118

 Section 7.9

 Eligibility; Disqualification

 118

 Section 7.10

 Appointment of Authenticating Agent

 118

 Section 7.11

 [Reserved]

 119

 Article VIII Defeasance; Discharge of this Indenture

 119

 Section 8.1

 Option to Effect Legal Defeasance or Covenant Defeasance

 119

 Section 8.2

 Legal Defeasance

 120

 Section 8.3

 Covenant Defeasance

 120

 Section 8.4

 Conditions to Legal or Covenant Defeasance

 121

 ii

   

 Section 8.5

 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions

 122

 Section 8.6

 Repayment to Issuers

 122

 Section 8.7

 Reinstatement

 123

 Section 8.8

 Satisfaction and Discharge

 123

 Article IX Amendment, Supplement and Waiver

 125

 Section 9.1

 Without Consent of Holders of the Notes

 125

 Section 9.2

 With Consent of Holders of the Notes

 127

 Section 9.3

 Revocation and Effect of Consents

 128

 Section 9.4

 Notation on or Exchange of Notes

 128

 Section 9.5

 Trustee and Notes Collateral Agent to Sign Amendments, Etc.

 129

 Section 9.6

 Payments for Consent

 129

 Section 9.7

 Officer’s Certificate and Opinion of Counsel

 129

 Article X Collateral

 130

 Section 10.1

 The Collateral

 130

 Section 10.2

 Maintenance of Collateral; Further Assurances

 133

 Section 10.3

 [Reserved]

 133

 Section 10.4

 [Reserved]

 133

 Section 10.5

 [Reserved]

 133

 Section 10.6

 Release of Liens on the Collateral

 133

 Section 10.7

 Authorization of Actions to be Taken by the Trustee or the Notes Collateral Agent Under the Security Documents

 135

 Section 10.8

 Information Regarding Collateral

 136

 Section 10.9

 [Reserved]

 137

 Section 10.10

 Regarding the Notes Collateral Agent

 137

 Section 10.11

 [Reserved]

 140

 Section 10.12

 [Reserved]

 140

 Section 10.13

 Negative Pledge

 140

 Article XI Guarantees

 141

 Section 11.1

 Guarantees

 141

 Section 11.2

 Execution and Delivery of Guarantee

 142

 Section 11.3

 Severability

 142

 Section 11.4

 Limitation of Guarantors’ Liability

 143

 Section 11.5

 Releases

 145

 Section 11.6

 Benefits Acknowledged

 146

 Section 11.7

 Post-Closing Guarantors

 146

 Article XII Miscellaneous

 147

 Section 12.1

 Concerning the Trust Indenture Act

 147

 Section 12.2

 Notices

 147

 Section 12.3

 Certificate and Opinion as to Conditions Precedent

 149

 Section 12.4

 Statements Required in Certificate or Opinion

 149

 Section 12.5

 Rules by Trustee and Agents

 150

 iii

   

 Section 12.6

 No Personal Liability of Directors, Officers, Employees and Stockholders

 150

 Section 12.7

 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

 150

 Section 12.8

 Service of Process

 151

 Section 12.9

 No Adverse Interpretation of Other Agreements

 151

 Section 12.10

 Successors

 151

 Section 12.11

 Severability; Entire Agreement

 151

 Section 12.12

 Execution in Counterparts

 151

 Section 12.13

 Table of Contents, Headings, Etc.

 151

 Section 12.14

 Force Majeure

 152

 Section 12.15

 Interest Act Disclosure

 152

 Section 12.16

 Legal Holidays

 152

 Section 12.17

 Benefit of this Indenture

 152

 Appendices

 Appendix A

 Provisions Relating to Initial Notes and Additional Notes

 Exhibits

 Exhibit A

 Form of Note

 Exhibit B

 Form of Supplemental Indenture to be Delivered by Subsequent Guarantors

 iv

 This Indenture, dated as of June 5, 2026, is by and among FMC Corporation, a Delaware corporation (the
“ Issuer ”), the guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “ Trustee ”) and as notes collateral agent (in such capacity, the
“ Notes Collateral Agent ”).
 RECITALS OF THE ISSUER

 WHEREAS , the Issuer has duly authorized the execution and delivery of this Indenture to provide for (i) the issuance of $1,200,000,000 in
aggregate principal amount of 8.000% Senior Secured Notes due 2031 issued on the date hereof (the “ Initial Notes ”) and (ii) the issuance of Additional Notes (as defined herein) that may be issued from time to time on any date
subsequent to the Issue Date in accordance with the provisions of this Indenture, all of such notes to be guaranteed as provided herein by the Guarantors (as defined herein);

 WHEREAS , all things necessary have been done by the Issuer to make this Indenture, when executed and delivered by the Issuer, a valid, binding and
legal instrument;
 WHEREAS , all things necessary have been done by the Issuer to make the Notes, when executed by the Issuer and authenticated and
delivered in accordance with the provisions of this Indenture, the valid obligations of the Issuer;
 WHEREAS , all things necessary have been done
by the Guarantors to make the Guarantees, when executed by the Guarantors and authenticated and delivered in accordance with the provisions of this Indenture, the valid obligations of the Guarantors.

 NOW, THEREFORE, THIS INDENTURE WITNESSETH:
 For and in
consideration of the premises and the purchase of the Notes by the Holders thereof, the Issuer and the Guarantors mutually covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

 ARTICLE I
 DEFINITIONS
AND INCORPORATION BY REFERENCE
 Section 1.1 Definitions .

 “ Acquired Indebtedness ” means:

 (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries
(including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business) existing at the time such Person becomes a Restricted Subsidiary; and

 (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (including, for the avoidance of doubt, Indebtedness
incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business), other than the Issuer or a Restricted Subsidiary, existing at the time such Person is merged or consolidated with or into the

Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, in
each case of (1) and (2) regardless of whether such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary.

 “ Additional Notes ” means Notes (other than the Initial Notes) issued pursuant to Article II and otherwise in compliance
with the provisions of this Indenture whether or not they bear the same CUSIP number.
 “ Affiliate ” of any Person means
any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person shall mean the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

 “ Agent ” means any Registrar, Paying Agent, co-registrar or other agent appointed
pursuant to this Indenture.
 “ amend ” means to amend, supplement, restate, amend and restate or otherwise modify,
including successively, and “ amendment ” shall have a correlative meaning.
 “ Applicable Premium ”
means, with respect to any Note on any applicable redemption date, as determined by the Issuer, the greater of:
 (1) 1.0% of the principal
amount of such Note; and
 (2) the excess, if any, of:

 (a) the present value at such redemption date of (i) the redemption price of such Note at June 1, 2028 (such
redemption price being set forth in the table appearing in Section 3.7(b)) plus (ii) all required interest payments (excluding accrued and unpaid interest, if any, to such redemption date) due on such Note through June 1, 2028,
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months); over
 (b) the principal amount of such Note.

 “ asset ” means any asset or property, including, without limitation, Equity Interests.

 “ Asset Acquisition ” means:

 (1) an Investment by the Issuer or any Restricted Subsidiary in any other Person if, as a result of such Investment, such Person shall become a
Restricted Subsidiary, or shall be merged with or into the Issuer or any Restricted Subsidiary, or

 2

 (2) the acquisition by the Issuer or any Restricted Subsidiary of all or substantially all
of the assets of any other Person (other than a Restricted Subsidiary) or any division or line of business of any such other Person (other than in the ordinary course of business).

 “ Asset Sale ” means:

 (1) any sale, conveyance, transfer, lease, assignment or other disposition for value by the Issuer or any Restricted Subsidiary to any Person
other than the Issuer or any Restricted Subsidiary, including by means of a sale and leaseback transaction or a merger or consolidation, in one transaction or a series of related transactions, of any assets of the Issuer or any of its Restricted
Subsidiaries other than in the ordinary course of business; or
 (2) any issuance of Equity Interests of a Restricted Subsidiary (other
than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.9) to any Person other than the Issuer or any Restricted Subsidiary, in one transaction or a series of related transactions (other than directors’
qualifying shares and shares issued to foreign nationals as required by law) (the actions described in these clauses (1) and (2), collectively, for purposes of this definition, a “ transfer ”).

 For purposes of this definition, the term “Asset Sale” shall not include:

 (a) transfers of cash or Cash Equivalents;

 (b) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 4.13 or
Section 5.1;
 (c) Permitted Investments and Restricted Payments permitted under Section 4.7;

 (d) the lease, assignment or sublease of real or personal property in the ordinary course of business;

 (e) the creation, incurrence or assumption of or realization on or perfection of any Permitted Lien and any disposition of
assets resulting from the enforcement or foreclosure of any such Permitted Lien;
 (f) transfers of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s reasonable judgment, are no longer necessary, used or useful in the business of the Issuer or its Restricted Subsidiaries;

 (g) the abandonment of Intellectual Property rights in the ordinary course of business which in the reasonable view of the
Issuer are uneconomical or not material to the business of the Issuer and its Restricted Subsidiaries taken as a whole;

 (h) grants of licenses or sublicenses to use the patents, trade secrets, know-how and
other Intellectual Property, and licenses, leases or subleases of other assets, of the Issuer or any Restricted Subsidiary to the extent not materially interfering with the business of the Issuer and its Restricted Subsidiaries (other than
(i) as would have a material adverse

 3

effect on the value of the Collateral or the ability of the Notes Collateral Agent or the Holders to realize the benefits of, and intended to be afforded by, the Collateral or (ii) that
result in the Issuer or a Restricted Subsidiary ceasing to (x) own such patents, trade secrets, know-how and other Intellectual Property or (y) retain any rights to research, develop, register, make,
have made, use, sell, offer for sale or import products, formulations or mixtures containing an active ingredient covered by such patents, trade secrets, know-how and other Intellectual Property);

 (i) a disposition of inventory in the ordinary course of business;

 (j) a disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of
business or in bankruptcy or similar proceedings and exclusive of factoring and similar arrangements or any sale of assets received by the Issuer or a Restricted Subsidiary upon the foreclosure of a Lien granted in favor of the Issuer or a
Restricted Subsidiary;
 (k) the trade or exchange by the Issuer or any Restricted Subsidiary of any asset for any other
asset or assets that are used in a Permitted Business; provided that the Fair Market Value of the asset or assets received by the Issuer or any Restricted Subsidiary in such trade or exchange (including any cash or Cash Equivalents) is at
least equal to the Fair Market Value (as determined in good faith by the Board of Directors or an executive officer of the Issuer with responsibility for such transaction, which determination shall be conclusive evidence of compliance with this
provision) of the asset or assets disposed of by the Issuer or any Restricted Subsidiary pursuant to such trade or exchange; and, provided further that if any cash or Cash Equivalents are used in such trade or exchange to achieve an exchange
of equivalent value, that the amount of such cash and/or Cash Equivalents received shall be deemed proceeds of an “Asset Sale,” subject to clause (p) below; provided further that to the extent the assets that are the
subject of the trade or exchange are Collateral, the asset or assets received shall also be Collateral of the same priority as the asset disposed of and which are thereupon with their acquisition added to the Collateral securing the Notes;

 (l) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell or
put/call arrangements between joint venture parties set forth in joint venture agreements or any similar binding arrangements;

 (m) the disposition of assets received in settlement of debts accrued in the ordinary course of business;

 (n) the surrender or waiver in the ordinary course of business of contract rights, the termination of leases in the ordinary
course of business or the settlement, release or surrender of contractual, non-contractual, tort or other claims of any kind;

 (o) dispositions of real property and related assets in the ordinary course of business in connection with relocation
activities for directors, officers, employees, members of management or consultants of the Issuer or any of its Restricted Subsidiaries;

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 (p) any transfer or series of related transfers that, but for this clause,
would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $25.0 million per occurrence;

 (q) any issuance, sale or disposition of Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary, any
other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary; and
 (r)
the sale of (i) defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction and (ii) accounts receivable and related assets in connection with a Qualified Receivables Financing.

 “ Authenticating Agent ” means an agent appointed by the Trustee in accordance with Section 2.2(d) and
Section 7.10 for the purpose of authenticating the Notes.
 “ Bankruptcy Law ” means the Bankruptcy Code and any
other federal, state or foreign law, including the Swiss Federal Debt Enforcement and Bankruptcy Act ( Bundesgesetz uber Schuldbetreibung und Konkurs (SchKG) ) and the Dutch Bankruptcy Act ( Faillissementswet ), for the relief of debtors,
or any arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets or liabilities of the Issuer or any of its Subsidiaries, or similar law affecting creditors’ rights
generally.
 “ Board of Directors ” means, with respect to any Person, (i) in the case of any corporation, the board
of directors of such Person and (ii) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of the definition of “Change of Control,” any duly authorized committee of such body.

 “ Business Day ” means a day other than a Saturday, Sunday or other day on which banking institutions in the State of New
York and, with respect to payments, the place of payment, are authorized or required by law to close.
 “ Capital Markets
Debt ” means any debt for borrowed money (other than the Issuer’s 3.450% Senior Notes due 2029 outstanding as of the date of this Indenture) that (i) is in the form of, or represented by, bonds, notes, debentures or other
securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of at least $100.0 million.

 “ Canadian Excluded Assets ” means:

 (1) any assets sold, contributed or otherwise transferred in connection with, or constituting part of, a receivables transaction permitted
under the Revolving Credit Facility, including any accounts and related assets subject thereto;
 (2) any rights or interests in any
contract, lease, permit, license, charter or license agreement covering real or personal property of any grantor to the extent that a grant of a security interest therein would violate or invalidate such contract, lease, permit, license, charter or
license agreement or create a right of termination in favor of any other party thereto

 5

(other than any grantor) pursuant to the terms thereof (after giving effect to applicable sections of the PPSA or any other applicable law); provided that the foregoing exclusion shall
immediately cease to apply at such time as the condition causing such violation or invalidation shall no longer be continuing and, to the extent severable, shall not apply to any portion of such contract, lease, permit, license, charter or license
agreement that does not result in any such violation or invalidation; provided further that the exclusions referred to in this clause (2) shall not include any proceeds of such lease, license, contract or agreement unless such
proceeds would themselves constitute Canadian Excluded Assets;
 (3) any assets to the extent that a security interest therein is
prohibited by applicable law, rule or regulation (including any requirement of any governmental authority) or requires a consent not obtained of any governmental authority or other third party pursuant to such applicable law, rule or regulation;
 provided that the foregoing exclusion shall not apply to the extent that any such prohibition would be rendered ineffective pursuant to the PPSA or any other applicable law;

 (4) any Consumer Goods (as such term is defined in the PPSA);

 (5) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or
hereafter acquired by the Canadian Guarantor; and
 (6) with respect to the Equity Interests of FMC of Canada Limited held by the Issuer,
solely the portion of such Equity Interests in excess of 65% of the total Equity Interests of FMC of Canada Limited held by the Issuer;
 provided
that, with respect to the foregoing clauses (1) through (6), Canadian Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to above (unless such proceeds, substitutions or replacements
would themselves constitute Canadian Excluded Assets referred to above).
 “ Canadian Guarantor ” means the Guarantor
organized under the laws of Canada.
 “ Capitalized Lease Obligations ” means the obligations of any Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations effectively transfer control of the underlying asset and represent an in-substance financed purchase of an asset, and the amount of such obligations is required to be classified and accounted for as “finance leases” on the balance sheet of such Person, in accordance with
GAAP, including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time to time. The amount of Indebtedness
represented by any Capitalized Lease Obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.12, a Capitalized Lease Obligation shall be deemed secured by a Lien on the property being leased. For
the avoidance of doubt, the term “Capitalized Lease Obligations” does not include any obligations of a Person under any operating leases entered into in the ordinary course of business that do not effectively transfer

 6

control of the underlying asset and do not represent an in-substance financed purchase of an asset under GAAP, including, without limitation, Accounting
Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time to time, notwithstanding that GAAP and such accounting rules and regulations, such as
Accounting Standards Codification 842, may require that such obligations be recognized on the balance sheet of such Person as a lease liability (along with the related
 right-of-use asset).
 “ Captive Insurance
Company ” means a Subsidiary of the Issuer created solely for providing self-insurance for the Issuer and its Subsidiaries and engaging in no other activities other than activities ancillary thereto and necessary for the maintenance of
corporate existence.
 “ Cash Equivalents ” means:

 (1) U.S. dollars, Canadian Dollars, Euros, Swiss francs or, in the case of any Foreign Subsidiary, any local currencies held by it from time to
time in the ordinary course of business and not for speculation;
 (2) direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency thereof, in each case, with maturities not exceeding two years;

 (3) time deposits, eurodollar time deposits, certificates of deposit and money market deposits, in each case, with maturities not exceeding
one year from the date of acquisition thereof, and overnight bank deposits, in each case, with any commercial bank having capital, surplus and undivided profits of not less than $250.0 million;

 (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below
entered into with a bank meeting the qualifications described in clause (3) above;
 (5) commercial paper or variable or fixed rate
notes maturing not more than one year after the date of acquisition issued by a corporation rated at least “P-1” by Moody’s, “A-1” by
S&P or “F1” by Fitch (or reasonably equivalent ratings of another internationally recognized rating agency);
 (6)
securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, having one
of the two highest rating categories obtainable from either Moody’s, S&P or Fitch (or reasonably equivalent ratings of another internationally recognized rating agency);

 (7) Indebtedness issued by Persons with a rating of at least “A 2” by Moody’s, “A” by S&P or “A”
by Fitch (or reasonably equivalent ratings of another internationally recognized rating agency), in each case, with maturities not exceeding one year from the date of acquisition, and marketable short-term money market and similar securities having
a rating of at least “P-2,” “A-2” or “F2” from either Moody’s, S&P or Fitch (or reasonably equivalent ratings of another
internationally recognized rating agency);

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 (8) Investments in money market funds with average maturities of 12 months or less from the
date of acquisition that are rated “Aaa” by Moody’s, “AAA” by S&P or “AAA” by Fitch (or reasonably equivalent ratings of another internationally recognized rating agency);

 (9) instruments equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit
quality and tenor to those referred to above customarily utilized in the countries where any such Restricted Subsidiary is located or in which such Investment is made; and

 (10) shares of mutual funds whose investment guidelines restrict 95.0% of such funds’ investments to those satisfying the provisions of
clauses (1) through (9) above.
 “ Change of Control ” means the occurrence of any of the following events:

 (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the
Exchange Act) other than to the Issuer or one of its Subsidiaries;
 (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act, it being agreed that an employee of the Issuer or any of its
Subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a
“group” (as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Voting Stock of the Issuer representing more than 50.0% of the voting power of the outstanding Voting
Stock of the Issuer;
 (3) the Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges
with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than
any such transaction where the Voting Stock of the Issuer outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing more than 50.0% of the voting power of the Voting Stock of the
surviving Person immediately after giving effect to such transaction; or
 (4) during any period of 24 consecutive calendar months, the
majority of the members of the Board of Directors of the Issuer shall no longer be composed of individuals (a) who were members of the Board of Directors of the Issuer on the first day of such period or (b) whose election or nomination to
the Board of Directors of the Issuer was approved by individuals referred to in clause (a) above constituting, at the time of such election or nomination, at least a majority of the Board of Directors of the Issuer or, if directors are
nominated by a committee of the Board of Directors of the Issuer, constituting at the time of such nomination, at least a majority of such committee.

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 Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control if
(i) the Issuer becomes a direct or indirect Wholly-Owned Subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same
as the holders of the Voting Stock of the Issuer immediately prior to that transaction.
 “ Code ” means the Internal
Revenue Code of 1986, as amended from time to time.
 “ Collateral ” shall have the meaning provided for such term or a
similar term in each of the Security Documents and all other property of whatever kind and nature subject (or purported to be subject) from time to time to a Lien under any Security Document.

 “ Collateral Agreement ” means the Collateral Agreement, dated as of the Issue Date, among the Issuer, the grantors party
thereto, the specified pledgors party thereto and the Notes Collateral Agent, as amended, supplemented or modified from time to time.

 “ Collateral Sub-Agent ” means each Person appointed pursuant to the Pari Passu
Intercreditor Agreement or other agreement to hold, administer and, as applicable, enforce Designated Collateral (as defined in the Pari Passu Intercreditor Agreement) on behalf of and for the benefit of all holders of Pari Passu Secured
Obligations, together with its successors and assigns in such capacity.
 “ Common Stock ” means with respect to any
Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without
limitation, all series and classes of such common stock.
 “ Consolidated Amortization Expense ” for any period means the
amortization expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

 “ Consolidated Adjusted EBITDA ” for any period means, with respect to any specified Person and its Restricted Subsidiaries,
without duplication, the sum of the amounts for such period of:
 (1) Consolidated Net Income, plus

 (2) in each case only to the extent deducted in determining Consolidated Net Income,

 (a) provision for taxes based on income, profits or capital, including state, franchise, excise and similar taxes and foreign
withholding taxes paid or accrued, including any penalties and interests relating to any tax examinations, and state taxes in lieu of business fees (including business license fees) and payroll tax credits, income tax credits and similar tax
credits, and including an amount equal to the amount of tax distributions actually made to the holders of Equity Interests of any direct or indirect parent of the Issuer or the Restricted Subsidiaries in respect of such period (in each case, to the
extent attributable to the operations of the Issuer and its Restricted Subsidiaries), which will be included as though such amounts had been paid as income taxes directly by the Issuer,

 9

 (b) cash dividend payments (excluding items eliminated in consolidation) on
any Disqualified Equity Interest of the Issuer or any Restricted Subsidiary,
 (c) Consolidated Amortization Expense,

 (d) Consolidated Depreciation Expense,

 (e) Consolidated Interest Expense,

 (f) any costs, expenses, losses or charges (including advisory, legal and professional fees) related to the Transactions and
any transaction that is out of the ordinary course of business permitted under this Indenture, including issuance of debt or equity, investments, acquisition, disposition, asset sale, recapitalization, mergers, option buyouts or incurrence,
issuance, amendment, waiver, modification, redemption or refinancing of any Indebtedness, whether or not consummated, including (A) prepayment premiums, breakage costs and funding costs, (B) such fees, expenses or charges related to the
offering of the Notes and any Debt Facilities, (C) any amendment or modification relating to such Indebtedness or similar transactions, (D) any net loss from the extinguishment of any Indebtedness of any Person or the amortization or write-off of Indebtedness issuance costs or Indebtedness discount and (E) any expenses in connection with related due diligence activities or other transactions costs, in each case, as determined by any Officer
of the Issuer,
 (g) any charge, loss, fee, expense, cost accrual or reserve of any kind attributable to the undertaking
and/or implementation of cost savings initiatives, cost rationalization programs, operating expense reductions, and/or synergies (including, without limitation, in connection with any integration, restructuring or transition, facility openings
and/or reopenings, inventory optimization programs, curtailments and/or future lease commitments), restructuring charges, charges relating to the closure or consolidation of facilities (including, without limitation, severance, rent termination
costs, moving costs and legal costs), severance charges, retention or completion bonuses, charges associated with modifications to pension and post-retirement employee benefit plans, corporate development charges and professional and consulting fees
incurred in connection with any of the foregoing,
 (h) any expense or deduction attributable to minority Equity Interests
of third parties in any Restricted Subsidiary that is not a Wholly-Owned Subsidiary of the Issuer,
 (i) the amount of
management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities, charges and expenses paid or accrued to or on behalf of any direct or indirect parent (other than the Issuer),

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 (j) all charges, costs, expenses, accruals or reserves in connection with
the rollover, acceleration or payout of Equity Interests held by officers or employees of the Issuer and its Subsidiaries and all losses, charges and expenses related to payments made to holders of options or other derivative Equity Interests in the
common equity of any direct or indirect parent in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parents, which payments are being made to compensate such option
holders as though they were equityholders at the time of, and entitled to share in, such distribution,
 (k) all non-cash losses, charges and expenses, including any write-offs or write-downs; provided that if any such non-cash charge represents an accrual or reserve for potential
cash items in any future four-fiscal quarter period (i) the Issuer may determine not to add back such non-cash charge in the period for which Consolidated Adjusted EBITDA is being calculated and
(ii) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof in such future, four-fiscal quarter period will be subtracted from Consolidated Adjusted
EBITDA for such future four-fiscal quarter period,
 (l) earn-out obligations
incurred or accrued in connection with any acquisition and/or Permitted Investment and paid or accrued during such period,

 (m) factually supportable and identifiable pro forma cost savings related to operational efficiencies, strategic initiatives or
purchasing improvements and other synergies, in each case, reasonably expected by the Issuer and the Restricted Subsidiaries to be realized based upon publicly announced actions reasonably expected to be taken within 24 months of the date of such
calculation (without duplication of the amount of actual benefit realized during such period from such actions), which cost savings, improvements and synergies can be reasonably computed, as certified in writing by an Officer of the Issuer;
 provided that any such pro forma adjustments in respect of such cost savings, improvements and synergies shall not exceed 25.0% of Consolidated Adjusted EBITDA (before giving effect to all such adjustments) for any four-quarter period;
 provided further that such pro forma adjustments shall be determined in good faith by a Responsible Financial or Accounting Officer of the Issuer whether or not such pro forma adjustments would be permitted under SEC rules or
guidelines,
 (n) non-recurring incremental costs arising out of the temporary
interruption of the supply of goods to the Issuer and its Subsidiaries, and
 (o) all other
 non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for
such period, minus
 (3) without duplication, the aggregate amount of all non-cash items,
determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period (excluding any non-cash items to the extent they represent the reversal of an accrual of, or cash
reserve for, anticipated cash charges that were deducted (and not added back) in the calculation of Consolidated Adjusted EBITDA in any prior period).

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 “ Consolidated Depreciation Expense ” for any period means the depreciation
expense of the relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

 “ Consolidated Interest Coverage Ratio ” means, on any date of determination, with respect to any Person, the ratio of
(x) Consolidated Adjusted EBITDA during the most recent four consecutive full fiscal quarters for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (the “ Four-Quarter
Period ”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the “ Transaction Date ”) to (y) Consolidated Interest Expense for the
Four-Quarter Period. For purposes of this definition, Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

 (1) the incurrence or issuance of any Indebtedness or the issuance of any Disqualified Equity Interests of the Issuer or any Restricted
Subsidiary or Preferred Stock of any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment, repurchase or redemption of other Indebtedness or other Disqualified Equity Interests or Preferred Stock (and the application
of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement), occurring during the Four-Quarter Period or at any time
subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, repurchase, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the
first day of the Four-Quarter Period; and
 (2) any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition
giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring, assuming or otherwise becoming liable
for Indebtedness or Acquired Indebtedness and also including any Consolidated Adjusted EBITDA) in each case occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the
Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period,

 provided further that in the case of clauses (1) and (2) above, such pro forma calculations shall be determined in good faith by a Responsible
Financial or Accounting Officer of the Issuer whether or not such pro forma adjustments would be permitted under SEC rules or guidelines.

 In calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated Interest
Coverage Ratio:
 (a) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and
which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

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 (b) if interest on any Indebtedness actually incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in
effect during the Four-Quarter Period; and
 (c) notwithstanding clause (a) or (b) above, interest on Indebtedness
determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

 “ Consolidated Interest Expense ” for any period means the sum, without duplication, of the aggregate interest expense of the
relevant Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, to the extent such expense was deducted in computing Consolidated Net Income, including, without duplication:

 (1) interest component of Capitalized Lease Obligations;

 (2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’
acceptance financing and receivables financings;
 (3) the net costs associated with Hedging Obligations related to interest rates, other
than in connection with early termination (excluding amortization of fees or any non-cash interest expense attributable to the movement in
 mark-to-market valuation of such obligations);
 (4)
amortization of original issue discount;
 (5) all other non-cash interest expense;

 (6) capitalized interest;
 (7)
all dividend payments on any series of Disqualified Equity Interests of the Issuer or any of its Restricted Subsidiaries or any Preferred Stock of any Restricted Subsidiary (other than dividends on Equity Interests payable solely in Qualified Equity
Interests of the Issuer, or to the Issuer or a Restricted Subsidiary of the Issuer);
 (8) all interest payable with respect to
discontinued operations; and
 (9) all interest on any Indebtedness described in clause (7) or (8) of the definition of Indebtedness.

 Consolidated Interest Expense shall not include any interest expenses relating to (A) amortization or
 write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses, (B) any expensing of bridge,
commitment or other financing fees and (C) all discounts, commissions, fees and other charges associated with any Receivables Facility.

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 “ Consolidated Net Income ” for any period means the net income (or loss)
of such Person and its Restricted Subsidiaries, in each case for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded in calculating such net income (or loss), to the extent otherwise
included therein, without duplication:
 (1) the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person
other than the Issuer and the Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Issuer or any of its Restricted Subsidiaries during such period;

 (2) except to the extent includible in the net income (or loss) of the Issuer pursuant to the foregoing clause (1), the net income (or
loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such Person are acquired by the
Issuer or any Restricted Subsidiary;
 (3) solely for purposes of Section 4.7, the net income of any Restricted Subsidiary other than
the Issuer or a Guarantor during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary during such period, unless such restriction with respect to the payment of dividends has been legally waived and provided that
Consolidated Net Income will be increased by an amount of cash dividends or distributions actually paid to such Person or a Restricted Subsidiary of such Person;

 (4) gains or losses attributable to discontinued operations;

 (5) any gain (or loss), charge or write-off, together with any related provisions for taxes on any
such gain (or the tax effect of any such loss), realized or recorded during such period by the Issuer or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness (including any charges
attributable to the early extinguishment or cancellation of Indebtedness), of the Issuer or any Restricted Subsidiary or (b) any Asset Sale (or asset sale) by the Issuer or any Restricted Subsidiary or abandonments or reserves relating thereto;

 (6) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;

 (7) unrealized gains and losses with respect to Hedging Obligations or other derivative instruments;

 (8) the cumulative effect of any change in accounting principles or policies;

 (9) any extraordinary, non-recurring, exceptional or unusual gain, loss, expense or charge and the
related tax effect;

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 (10) any non-cash compensation charges or other non-cash charges or expenses (including write-offs and write-downs) with respect to the grant, issuance, payment or repricing of stock options, restricted stock or other equity compensation awards or employee
benefit plans or agreements or post-employment benefit plans or agreements or any amendment, modification, substitution or change of any equity-based award and any non-cash net after tax gains or losses
attributable to the termination of any employee pension benefit plan;
 (11) accruals and reserves that are established or adjusted within
12 months relating to the consummation of acquisitions in accordance with GAAP;
 (12) to the extent covered by insurance and actually
reimbursed, or, so long as the Issuer has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier
in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty
events or business interruption;
 (13) goodwill write-downs or other non-cash impairments of
assets, any non-cash impairment charges resulting from the application of ASC 350—Intangibles - Goodwill and Other and ASC 360—Property, Plant and Equipment, and the amortization of intangible
assets ;
 (14) all net after-tax gain, loss, expense or charge attributable to business
dispositions and asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuer);
 (15)
effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of
purchase accounting, fair value accounting or recapitalization accounting in relation to any acquisition consummated before or after the Issue Date, and the amortization write-down or write-off of any amounts
thereof, net of taxes;
 (16) all amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and
expenses and expensing of any bridge, commitment or other financing fees;
 (17) losses, charges and expenses that are covered by
indemnification or other reimbursement provisions in connection with any asset disposition will be excluded to the extent actually reimbursed, or, so long as such Person has made a determination that a reasonable basis exists for indemnification or
reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or
reimbursed within such 365 days); and
 (18) non-cash charges for deferred tax asset valuation
allowances.
 “ Consolidated Total Assets ” means, as of any date, the total assets of the Issuer and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, determined based upon the most recent quarter-end financial statements available internally as of the date of determination, and
calculated on a pro forma basis.

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 “ Corporate Trust Office ” means the offices of the Trustee at which at any
time this Indenture is being administered, which office as of the date hereof is located (i) for purposes of surrender for registration of transfer or exchange or for presentation for payment or repurchase or for conversion only is located at
111 Fillmore Avenue, St. Paul, MN 55107, Attention: Global Corporate Trust Services – FMC Corporation, and (ii) for all other purposes is located at U.S. Bank Trust Company, National Association, 333 Thornall St, Edison, NJ 08837;
Attention: Global Corporate Trust Services – FMC Corporation, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the corporate trust office of any successor trustee (or such other
address as such successor trustee may designate from time to time by notice to the Holders and the Issuer).
 “ Coverage Ratio
Exception ” has the meaning set forth in Section 4.9(a).
 “ Custodian ” means the Person appointed as
custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.
 “ Customary Recourse
Exceptions ” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such
 Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by
lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

 “ Credit Facility Agent ” means Citibank, N.A., in its capacity as the administrative agent under the Revolving Credit
Facility, or any successor representative acting in such capacity.
 “ Debt Facilities ” means one or more debt
facilities, debt instruments, indentures or other evidences of Indebtedness (which may be outstanding at the same time and including, without limitation, the Revolving Credit Facility), commercial paper facilities or other agreements providing for
revolving credit loans, debt securities, notes, term loans, receivables financing, letters of credit or other Indebtedness and, in each case, as such agreements may be amended, refinanced, restated, replaced, refunded, increased, extended or
otherwise restructured, in whole or in part from time to time whether in the bank or debt capital markets (or combination thereof) (including increasing or decreasing the amount of available borrowings thereunder or adding or removing Subsidiaries
of the Issuer as additional borrowers, co-issuers or guarantors thereunder or changing the maturity of any Indebtedness incurred thereunder or contemplated thereby) with respect to all or any portion of the
Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements, and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing
(including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents) and
whether by the same or any other agent, lender, group of lenders or institutional lenders or investors.
 “ Default ”
means any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

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 “ Definitive Note ” means a certificated Initial Note or Additional Note
(bearing the Restricted Notes Legend (as defined in Appendix A) if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend (as defined in Appendix A).

 “ Depositary ” means with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.3(b) hereof as the Depositary with respect to the Global Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

 “ Designated Non-cash Consideration ” means the Fair Market Value of non-cash consideration received by the Issuer or a Restricted Subsidiary of the Issuer in connection with an Asset Sale that is so designated as Designated Non-cash
Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. A particular item of Designated Non-cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed
or otherwise retired, sold or disposed of in accordance with this Indenture.
 “ Derivative Instrument ” with respect to a
Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets (including, without limitation, a physical short position) to which such Person or any Affiliate of such Person that is acting in concert
with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion
thereof) are materially affected by the value and/or performance of any securities of the Issuer and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “ Performance References ”). For the avoidance
of doubt, the term “Derivative Instrument” shall not include any Notes.
 “ Designation ” has the meaning
given to this term in Section 4.16.
 “ Designation Amount ” has the meaning given to this term in Section 4.16.

 “ Disqualified Equity Interests ” of any Person means any class of Equity Interests of such Person that, by its terms,
or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable (in each case, at the option of the holder thereof), is, or upon the happening of any event or the passage of time would be, required
to be redeemed by such Person, at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the Stated Maturity
of the Notes; provided , however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant
to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided further
that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof

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(or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Issuer to repurchase or redeem such Equity Interests
upon the occurrence of a change in control or an Asset Sale (or similar terms) occurring prior to the 91st day after the Stated Maturity of the Notes shall not constitute Disqualified Equity Interests if the change of control or asset sale
provisions applicable to such Equity Interests are no more favorable to such holders than the provisions described under Section 4.13 and Section 4.10, respectively, and such Equity Interests specifically provide that the Issuer will not
repurchase or redeem any such Equity Interests pursuant to such provisions prior to the Issuer’ purchase of the Notes as required pursuant to the provisions described under Section 4.13 and Section 4.10, respectively.

 “ dollars ”, “ U.S. dollars ” or “ $ ” means lawful money of the United States.

 “ Domestic Subsidiary ” means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or
any state of the United States or the District of Columbia.
 “ DTC ” means The Depository Trust Company and any
successor.
 “ Dutch Collateral Sub-Agent ” means U.S. Bank Trust Company,
National Association, in its capacity as Dutch Collateral Sub-Agent under the Pari Passu Intercreditor Agreement, together with its successors and assigns in such capacity.

 “ Dutch Guarantor ” means the Guarantors organized under the laws of the Netherlands.

 “ Eligible Jurisdiction ” means the United States (and each State thereof and the District of Columbia), Canada, Switzerland,
the Netherlands, Singapore and other jurisdictions designated as such under any Debt Facility (including the Revolving Credit Facility).

 “ Equity Interests ” of any Person means (1) any and all shares or other equity interests (including Common Stock,
Preferred Stock, limited liability company interests, trust units and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or
interests in (however designated) such shares or other interests in such Person, but excluding from all of the foregoing any debt securities convertible into Equity Interests, regardless of whether such debt securities include any right of
participation with Equity Interests.
 “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

 “ Excluded Assets ” means:

 (1) any Principal Property of the Issuer or any Subsidiary that is an Existing Senior Notes Restricted Subsidiary (which Subsidiaries include,
as of the date hereof, FMC Idaho, LLC, FMC Production LLC and Thercardia, Inc.) so long as such Principal Property does not secure the Existing Senior Notes or other Debt (as such term is used in the Existing Senior Notes Indenture) or, in each
case, any modification, refinancing, refunding, renewal or extension thereof;
 (2) any (i) shares of stock or Debt of any Existing
Senior Notes Restricted Subsidiary so long as such shares of stock or Debt do not secure the Existing Senior Notes or other Debt or, in each case, any modification, refinancing, refunding, renewal or extension thereof; and (ii) Excluded Equity
Interests;

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 (3) any assets sold, contributed or otherwise transferred in connection with, or
constituting part of, a receivables transaction permitted under the Revolving Credit Facility, including any accounts and related assets subject thereto;

 (4) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property of any
grantor to the extent that a grant of a security interest therein would violate or invalidate such contract, lease, permit, license, charter or license agreement or create a right of termination in favor of any other party thereto (other than any
grantor) pursuant to the terms thereof (after giving effect to Sections 9-406, 9-407, 9-408 and
 9-409 of the Uniform Commercial Code, as in effect in New York (the “ New York UCC ”) or any other applicable law); provided that the foregoing exclusion shall immediately cease to
apply at such time as the condition causing such violation or invalidation shall no longer be continuing and, to the extent severable, shall not apply to any portion of such contract, lease, permit, license, charter or license agreement that does
not result in any such violation or invalidation; provided further that the exclusions referred to in this clause (4) shall not include any proceeds of such lease, license, contract or agreement unless such proceeds would
themselves constitute Excluded Assets;
 (5) any
 intent-to-use applications for registration of a trademark filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Lanham Act (15
U.S.C. § 1051(b)), solely to the extent that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of,
such intent-to-use trademark application or any registration that issues from such
 intent-to-use application under applicable law; provided that such intent-to-use
trademark application shall cease to constitute Excluded Assets upon the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto (at which time it will become a Trademark within the
Collateral);
 (6) any assets to the extent that a security interest therein is prohibited by applicable law, rule or regulation (including
any requirement of any governmental authority) or requires a consent not obtained of any governmental authority or other third party pursuant to such applicable law, rule or regulation; provided that, the foregoing exclusion shall not apply
to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 and 9-409 of the New York UCC or any other applicable law; and
 (7) any (i) Swiss law governed assets
of FMC Switzerland II GmbH or any other Swiss Guarantor that are or will be subject to a security interest in favor of the Swiss Collateral Sub-Agent in accordance with the terms of any Security Document that
is not a U.S. Security Document, (ii) inventory owned by any Swiss Guarantor in Switzerland, and (iii) Equity Interests held by any Swiss Guarantor in any Specified Subsidiary;

 provided that, with respect to the foregoing clauses (1) through (7), Excluded Assets shall not include any proceeds, substitutions or
replacements of any Excluded Assets referred to above (unless such proceeds, substitutions or replacements would themselves constitute Excluded Assets referred to above).

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 “ Excluded Equity Interests ” means:

 (1) all Equity Interests of:

 (i) FMC of Canada Limited;

 (ii) Mid-Atlantic Investments Ltd.;

 (iii) FMC Holdings 1 Pte. Ltd.; and

 (iv) FMC Agro Singapore Pte. Ltd.; provided that notwithstanding the foregoing, any such Equity Interests shall cease to
be Excluded Equity Interests at such time as (i) the Security Documents (other than the U.S. Security Documents) that would provide for a pledge of such Equity Interests are not executed and delivered as and when required under this Indenture
or (ii) the pledge of such Equity Interests under the Security Documents (other than the U.S. Security Documents) ceases to be effective for any reason;

 (2) with respect to the Equity Interests of FMC Quimica de Brasil Ltda held by FMC US Holdings LLC, solely the portion of such Equity
Interests in excess of 65% of the total Equity Interests of FMC Quimica de Brasil Ltda; and
 (3) all Equity Interests of Global Specialty
Solutions US LLC.
 “ Excluded Subsidiary ” means any:

 (1) Immaterial Subsidiary;
 (2)
Subsidiary that is not a Wholly-Owned Subsidiary of the Issuer; provided that no Subsidiary shall be deemed to be an Excluded Subsidiary pursuant to this clause (2) as a result of the issuance of, or disposition of, Equity Interests
issued by such Subsidiary after the Issue Date to a Person if prior to such disposition or issuance such Subsidiary was a Wholly-Owned Subsidiary unless: (x) such transaction is entered into by the Issuer or any of its Restricted Subsidiaries
for a bona fide business purpose and, for the avoidance of doubt, not for the primary purpose of causing such Subsidiary to be released from its Guarantee as a result of such Subsidiary otherwise constituting an Excluded Subsidiary pursuant to this
clause (2) and (y) after giving pro forma effect to the applicable release, the Issuer and the Guarantors are deemed to have made a new Investment in such Person on the date of such release (as if such Subsidiary was not a Guarantor) in an
amount equal to the portion of the fair market value of the Issuer and the Guarantors’ retained ownership interest in such Subsidiary and such Investment would be permitted under this Indenture;

 (3) Unrestricted Subsidiary;

 (4) Subsidiary if acting as a Guarantor, or its Guarantee, would, and only so long as it would, (a) be prohibited by law or regulation or
by any contractual obligation existing on the (but not incurred in anticipation of) Issue Date or on the date such Subsidiary is acquired or organized (as long as, in the case of an acquisition of a Subsidiary, such prohibition did not arise as part
of such acquisition) or (b) require a governmental or regulatory consent, approval, license or authorization (unless such consent, approval, license or authorization has been received); and

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 (5) Subsidiary that is a Captive Insurance Company, not-for-profit Subsidiary or Receivables Subsidiary;
 in each case, unless the Issuer determines in its sole
discretion, upon written notice to the Trustee, that any of the foregoing Persons (other than a Subsidiary that is not a Wholly-Owned Subsidiary of the Issuer) should not be an Excluded Subsidiary. Notwithstanding the foregoing, a Restricted
Subsidiary may be an Excluded Subsidiary in circumstances where the Issuer and the Credit Facility Agent agree that any of the cost, difficulty, burden or consequences of such Restricted Subsidiary providing a Guarantee is excessive in relation to
the value afforded thereby.
 “ Existing Notes ” means, collectively, the Existing Senior Notes and the Existing
Subordinated Notes.
 “ Existing Senior Notes ” means, collectively, the Issuer’s 3.200% Senior Notes due 2026,
3.450% Senior Notes due 2029, 5.650% Senior Notes due 2033, 4.500% Senior Notes due 2049 and 6.375% Senior Notes due 2053.

 “ Existing Senior Notes Indenture ” means the indenture, dated as of November 15, 2009, between the Issuer and U.S. Bank
Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee, as supplemented by the Fourth Supplemental Indenture, dated
as of September 20, 2019, between the Issuer and U.S. Bank National Association, as trustee, and the Fifth Supplemental Indenture, dated as of May 18, 2023, between the Issuer and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee, and as amended, supplemented, or otherwise modified from time to time.

 “ Existing Senior Notes Restricted Subsidiary ” has the meaning given to the term “Restricted Subsidiary” in the
Existing Senior Notes Indenture (which Subsidiaries include, as of the date hereof, FMC Idaho, LLC, FMC Production LLC and Thercardia, Inc.).

 “ Existing Subordinated Notes ” means the Issuer’s 8.450% Fixed-to-Fixed Reset Rate Subordinated Notes due 2055.
 “ Existing Subordinated Notes
Indenture ” means the indenture, dated as of May 27, 2025, between the Issuer and U.S. Bank Trust Company, National Association, as trustee, as amended, supplemented or otherwise modified from time to time.

 “ Fair Market Value ” means, with respect to any asset, the price (after taking into account any liabilities relating to such
asset) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction as such
price is determined in good faith by management of the Issuer.
 “ Fitch ” means Fitch Ratings, a subsidiary of Fitch
Ratings Inc., or any successor by merger or consolidation to its business.

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 “ First Reset Date ” has the meaning given to such term in the Existing
Subordinated Notes Indenture.
 “ Foreign Subsidiary ” means any Restricted Subsidiary not organized or existing under the
laws of the United States, any state thereof or the District of Columbia, and any Restricted Subsidiary of such Restricted Subsidiary.

 “ GAAP ” means generally accepted accounting principles in the United States, as in effect on the Issue Date.

 “ Global Notes ” means the Notes that are in the form of Exhibit A attached hereto issued in global form and registered in
the name of the Depositary or its nominee.
 “ Governmental Authority ” means any federal, state, provincial, municipal,
local, national, transnational, foreign or other governmental department, commission, board, tribunal, bureau, ministry, court, agency, authority, instrumentality or regulatory, legislative, judicial or arbitral body, or other law, rule or
regulation-making entity, or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court.

 “ Government Securities ” means (1) securities that are direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged or (2) securities that are obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which
is unconditionally guaranteed as a full faith and credit obligation by the United States of America which, in either case, are not callable or redeemable at the option of the issuers thereof.

 “ guarantee ” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any
obligation, direct or indirect, contingent or otherwise, of such Person entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); “ guarantee ,” when used as a verb, and “ guaranteed ” have correlative meanings.

 “ Guarantee ” means, individually, any guarantee of payment of the Notes by a Guarantor pursuant to the terms of this
Indenture and any supplemental indenture thereto, and, collectively, all such guarantees.
 “ Guarantors ” means each
Restricted Subsidiary (other than the Post-Closing Guarantors) on the Issue Date that is a party to this Indenture for purposes of providing a Guarantee with respect to the Notes, and each other Person that is required to, or at the election of the
Issuer, does become a Guarantor by the terms of this Indenture after the Issue Date (including the Post-Closing Guarantors), in each case, until such Person is released from its Guarantee in accordance with the terms of this Indenture.

 “ Hedging Obligations ” of any Person means the obligations of such Person under option, swap, cap, collar, forward purchase
or similar agreements or arrangements intended to manage exposure to interest rates or currency exchange rates or commodity prices (including, without limitation, for purposes of this definition, rates for electrical power used in the ordinary
course of business), either generally or under specific contingencies.

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 “ Holder ” means any registered holder, from time to time, of the Notes.

 “ Immaterial Subsidiary ” means, as of any date, any Subsidiary that (i) did not, as of the last day of the most
recent fiscal quarter of the Issuer for which financial statements have been delivered (or were required to be delivered), have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of
total revenues of the Issuer and the Restricted Subsidiaries for the period of four consecutive fiscal quarters for which financial statements have been delivered (or were required to be delivered), calculated on a consolidated basis in accordance
with GAAP; and (ii) taken together with all Immaterial Subsidiaries as of the last day of the most recent fiscal quarter of the Issuer for which financial statements have been delivered (or were required to be delivered), did not have assets
with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Issuer and the Restricted Subsidiaries on a consolidated basis for such four-quarter period.

 “ incur ” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer
shall be deemed to have been incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer, (2) neither the accrual of interest nor the accretion of original issue discount or the accretion or accumulation
of dividends on any Equity Interests nor the payment of interest in the form of additional Indebtedness, Disqualified Equity Interests or Preferred Stock shall be deemed to be an incurrence of Indebtedness and (3) any Indebtedness pursuant to
any revolving credit or similar facility shall only be incurred at the time any funds are borrowed thereunder.

 “ Indebtedness ” of any Person at any date means, without duplication:

 (1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of
the assets of such Person or only to a portion thereof);
 (2) all obligations of such Person evidenced by bonds, debentures,
bankers’ acceptances, notes or other similar instruments;
 (3) all reimbursement obligations of such Person in respect of letters of
credit, letters of guaranty and similar credit transactions, in each case only to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Indebtedness;

 (4) all obligations of such Person for the deferred purchase price or deferred consideration or similar arrangements in respect of property or
services (other than (i) trade payables and other accrued current liabilities incurred in the ordinary course of such Person’s business and (ii) any earnout obligation until such obligation becomes a liability on the balance sheet of
such Person in accordance with GAAP (excluding disclosure on the notes and footnotes thereto)) to the extent the same would be required to be shown as a long-term liability on a balance sheet in accordance with GAAP;

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 (5) the greater of the maximum mandatory redemption or repurchase price (not including, in
either case, any redemption or repurchase premium) or the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Equity Interests or, with
respect to any Non-Guarantor Subsidiaries, any Preferred Stock (but excluding, in each case, any accrued dividends);

 (6) all Capitalized Lease Obligations of such Person;

 (7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

 (8) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or
its Subsidiaries that is guaranteed by the Issuer or its Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis; and

 (9) to the extent not otherwise included in this definition, net Hedging Obligations of such Person.

 Notwithstanding the foregoing, the following shall not constitute Indebtedness:

 (1) accrued expenses, intercompany liabilities and trade accounts payable arising in the ordinary course of business;

 (2) any Indebtedness that has been defeased, covenant defeased or satisfied and discharged in accordance with GAAP or pursuant to the deposit
of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust or account created or pledged for the sole
benefit of the holders of such Indebtedness, and subject to no other Liens, and in accordance with the other applicable terms of the instrument governing such Indebtedness;

 (3) prepaid or deferred revenue and related liabilities arising from any deposit, advance payment or prepayment by a customer or licensee, or
any refund obligation related thereto arising in the ordinary course of business;
 (4) purchase price holdbacks arising in the ordinary
course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset;

 (5) earn-out obligations until such obligations are not paid after becoming due and payable; and

 (6) any lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under GAAP as in effect
on the Issue Date.

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 The amount of any Indebtedness which is incurred at a discount to the principal amount at
maturity thereof as of any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations
as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others
on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum mandatory redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed
redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding
shall be required to be determined pursuant to this Indenture.
 The term “Indebtedness” excludes any repayment or
reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s
direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation
shall constitute Indebtedness.
 Notwithstanding the foregoing, the term “Indebtedness” shall not include any obligations of a
Person under a lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which are not required to be classified and accounted for as “finance lease obligations” on the balance sheet
of such Person in accordance with GAAP, including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time to
time, notwithstanding that GAAP and such accounting rules and regulations (including Accounting Standards Codification 842) may require such operating lease obligations to be recognized on the balance sheet of such Person as a lease liability (along
with the related right-of-use asset).

 “ Indenture ” means this Indenture, as amended or supplemented from time to time.

 “ Initial Notes ” has the meaning set forth in the recitals hereto.

 “ Intellectual Property ” means all patents, patent applications, trademarks, trade names, service marks, copyrights,
technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of the Issuer’s or any Restricted Subsidiary’s business.

 “ Investment Grade Status” shall occur when the Issuer receives a “corporate family rating” (or comparable
designation) equal to or higher than any two of the following (i) Baa3 (or the equivalent) by Moody’s, (ii) BBB- (or the equivalent) by S&P,
 (iii) BBB- (or the equivalent) by Fitch or (iv) the equivalent of such rating by any other Rating Agency, in each case, with a stable or better outlook.

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 “ Investments ” of any Person means:

 (1) all direct or indirect investments by such Person in any other Person (including Affiliates) in the form of loans, advances or capital
contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person (excluding endorsements of negotiable instruments and documents in the ordinary course of business,
extensions of trade credit, advances to customers and suppliers and commission, travel and other similar advances to officers, directors, employees and consultants made in the ordinary course of business);

 (2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other
Person;
 (3) all other items that would be classified as investments in another Person on a balance sheet of such Person prepared in
accordance with GAAP; and
 (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

 Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the
Fair Market Value thereof on the date such Investment is made. The amount of an Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 4.16. If the Issuer or any Restricted Subsidiary sells
or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary
retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of the Issuer shall be deemed not to be Investments, and guarantees of obligations under leases in the ordinary course of business shall not be deemed Investments.
The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Issuer’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value
received in respect of such Investment.
 “ Issue Date ” means June 5, 2026, the date on which the Initial Notes were
originally issued.
 “ Issuer ” has the meaning set forth in the preamble of this Indenture and any successor thereto
permitted under Section 5.1.
 “ Junior Lien ” means a Lien, junior to the Liens on the Collateral securing any Pari
Passu Secured Obligations pursuant to the Junior Lien Intercreditor Agreement, granted by the Issuer or any Guarantor to secure Junior Lien Obligations.

 “ Junior Lien Documents ” means, collectively, any indenture, note, security document and each of the other agreements,
documents and instruments providing for or evidencing any Junior Lien Obligations, and any other document or instrument executed or delivered at any time in connection with any Junior Lien Obligations, to the extent such are effective at the
relevant time, in each case as each may be amended, restated, supplemented, modified, renewed, extended or refinanced in whole or in part from time to time, and any other credit agreement, indenture or other agreement, document or instrument
evidencing, governing, relating to or securing any Junior Lien Indebtedness.

 26

 “ Junior Lien Indebtedness ” means any Indebtedness (other than
intercompany Indebtedness owing to the Issuer or its Affiliates) of the Issuer or any Guarantor (including any Refinancing Indebtedness in respect thereof) that is secured by a Junior Lien pursuant to a Permitted Lien described under clause
(13)(ii), (17) or (35) of the definition thereof; provided that in the case of any Indebtedness referred to in this definition:

 (1) such Indebtedness does not mature and does not have any mandatory or scheduled payments or sinking fund obligations prior to the Stated
Maturity of the Notes (except as a result of a customary change of control or asset sale repurchase offer provisions);
 (2) on or before
the date on which the first such Indebtedness is incurred by the Issuer or any Guarantor, the Issuer shall deliver to each Pari Passu Notes Lien Representative complete copies of each applicable Junior Lien Document (which shall provide that each
secured party with respect to such Indebtedness shall be subject to and bound by the Junior Lien Intercreditor Agreement), along with an Officer’s Certificate certifying as to such Junior Lien Documents and identifying the obligations
constituting Junior Lien Obligations;
 (3) on or before the date on which any such Indebtedness is incurred by the Issuer or any
Guarantor, such Indebtedness is designated by the Issuer, in an Officer’s Certificate delivered to the Junior Lien Representative and each Pari Passu Notes Lien Representative, as “Junior Lien Indebtedness” under this Indenture;

 (4) a Junior Lien Representative is designated with respect to such Indebtedness and executes and delivers the Junior Lien Intercreditor
Agreement (including, as applicable, a joinder thereto) on behalf of itself and all holders of such Indebtedness; and
 (5) all other
requirements set forth in the Junior Lien Intercreditor Agreement as to the confirmation, grant or perfection of the Liens of the holders of Junior Lien Indebtedness to secure such Indebtedness or Obligations in respect thereof are satisfied.

 “ Junior Lien Intercreditor Agreement ” means an intercreditor agreement which subordinates the Lien on the Collateral of the
holders of the Junior Lien Indebtedness to the Lien on the Collateral of the holders of the Pari Passu Secured Obligations and the terms of which are consistent with market terms (in the view of the Credit Facility Agent or, if the Credit Facility
Agent has been replaced, any other agent for the holders of Pari Passu Secured Obligations) governing security arrangements for the subordination and sharing of liens or arrangements relating to the distribution of payments, as applicable, at the
time the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto.
 “ Junior
Lien Obligations ” means Junior Lien Indebtedness and all other Obligations in respect thereof.
 “ Junior Lien
Representative ” means in the case of any series of Junior Lien Indebtedness, the trustee, agent or representative of the holders of such series of Junior Lien Indebtedness who is appointed as a representative of the Junior Lien
Indebtedness (for purposes related to the administration of security interests) pursuant to the applicable Junior Lien Document governing such series of Junior Lien Indebtedness, together with its successors and assigns in such capacity.

 27

 “ Lien ” means, with respect to any asset, any mortgage, deed of trust,
lien (statutory or other), pledge, hypothecation, easement, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any financing lease having substantially the same economic effect as any of the foregoing.

 “ Long Derivative Instrument ” means a Derivative Instrument (1) the value of which generally increases, and/or the
payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (2) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase,
with negative changes to the Performance References.
 “ Material Assets ” means (a) any asset that constitutes
Collateral, (b) any asset or group of related assets with a Fair Market Value in excess of $25,000,000 and (c) any Material Intellectual Property.

 “ Material Indebtedness ” means at any time any Indebtedness (other than the Notes) of the Issuer or any Restricted
Subsidiary in an outstanding principal amount exceeding the greater of (x) $200.0 million and (y) 25.0% of Consolidated Adjusted EBITDA for the most recently ended fiscal quarter of the Issuer.

 “ Material Intellectual Property ” means any intellectual property that is, in the good faith determination of the Issuer,
material to the operation of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.

 “ Moody’s ” means Moody’s Investors Service, Inc., or any successor to its rating agency business.

 “ Net Short ” means, with respect to a Holder or beneficial owner and the Notes, as of the date of determination, either
(1) the value of its Short Derivative Instruments exceeds the sum of (a) the value of its Notes plus (b) the value of its Long Derivative Instruments as of such date of determination or (2) it is reasonably expected that the
foregoing clause (1) would have been the case if a “Failure to Pay” or “Bankruptcy Credit Event” (each as defined in the 2014 ISDA Credit Derivatives Definitions) were to have occurred with respect to the Issuer or any
Guarantor immediately prior to such date of determination.
 “ New York Uniform Commercial Code ” means the Uniform
Commercial Code as in effect from time to time in the State of New York.

 28

 “ Net Available Proceeds ” means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries from such Asset Sale, net of:

 (1) brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment
banks, consultants and placement agents) of such Asset Sale and other reasonable costs incurred in preparing such asset for sale and any relocation expenses incurred as a result thereof;

 (2) provisions for taxes payable (including any withholding or other taxes paid or reasonably estimated to be payable in connection with the
transfer to the Issuer of such proceeds from any Restricted Subsidiary that received such proceeds) as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

 (3) amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) (a) owning a beneficial interest in
the assets subject to the Asset Sale or (b) having a Lien thereon that has a higher priority than the Liens securing the Notes and the Guarantees on the assets that were the subject of the Asset Sale and that is required (other than pursuant to
Section 4.10) to be paid as a result of such transaction;
 (4) payments of unassumed liabilities (not constituting Indebtedness)
relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale;
 (5) appropriate amounts to be provided
by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by the Issuer
or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated
with such Asset Sale; provided , however , that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds; and

 (6) any portion of cash proceeds that the Issuer determines in good faith should be reserved for post-closing adjustments, it being understood
and agreed that on the day that all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Issuer or any of its
Restricted Subsidiaries will constitute Net Available Proceeds on such date.

 “ Non-Guarantor Subsidiary ” means any Restricted Subsidiary of the Issuer that is
not a Guarantor.
 “ Non-Recourse Debt ” means Indebtedness of an Unrestricted
Subsidiary:
 (1) as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness), except for Customary Recourse Exceptions, (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender; and

 (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated
or payable prior to its Stated Maturity.

 29

 “ Notes ” means the Initial Notes and any Additional Notes issued in
accordance with the provisions of this Indenture. The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture.

 “ Notes Collateral Agent ” has the meaning set forth in the preamble of this Indenture and any successor thereto.

 “ Notes Documents ” means, collectively, this Indenture, the Notes, the Security Documents and each of the other agreements,
documents and instruments providing for or evidencing any other Pari Passu Secured Obligations, and any other document or instrument executed or delivered at any time in connection with any Pari Passu Secured Obligations, to the extent such are
effective at the relevant time, in each case, as each may be amended, restated, supplemented, modified, renewed, extended or refinanced in whole or in part from time to time, and any other credit agreement, indenture or other agreement, document or
instrument evidencing, governing, relating to or securing any Pari Passu Notes Lien Indebtedness.
 “ Obligation ” means
any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness and guarantees of payment of such Obligations under any Notes
Documents or documents governing another Debt Facility (including the Revolving Credit Facility), as the case may be.
 “ Offer to
Purchase ” means, as applicable, a Change of Control Offer, Collateral Disposition Offer or Net Proceeds Offer.

 “ Offering Memorandum ” means the offering memorandum, dated May 21, 2026, related to the offer and sale of the Notes.

 “ Officer ” means (a) any of the following of the Issuer or any Guarantor: Chairman of the Board, a Vice Chairman
of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Accounting Officer, a Vice President, the Chief Financial Officer, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary and
(b) a Managing Director ( bestuurder ) of any Dutch Guarantor.
 “ Officer’s Certificate ” means a
certificate signed by an Officer.
 “ Opinion of Counsel ” means a written opinion from legal counsel acceptable to the
Trustee. The counsel may be an employee of or counsel to the Issuer.
 “ Pari Passu Indebtedness ” means any Indebtedness
of the Issuer or any Guarantor that is not Subordinated Indebtedness (including the Existing Notes).
 “ Pari Passu Intercreditor
Agreement ” means the First Lien Pari Passu Intercreditor Agreement, dated as of the Issue Date, among the Issuer, the Guarantors, the Notes Collateral Agent, the Credit Facility Agent, the Dutch Collateral
 Sub-Agent and the Swiss Collateral Sub-Agent, as amended, supplemented or modified from time to time.

 30

 “ Pari Passu Lien Net Leverage Ratio ” means, at any time of determination,
the ratio of (i) the outstanding principal amount of (x) Indebtedness incurred pursuant to Section 4.9(b)(1), Section 4.9(b)(2)(a) and Section 4.9(b)(2)(b) (including, for avoidance of doubt, any Junior Lien Indebtedness)
plus (y) any other Pari Passu Notes Lien Indebtedness to (ii) the Consolidated Adjusted EBITDA of the Issuer during the most recent Four-Quarter Period ending on or prior to the date of determination; provided that such Pari Passu
Lien Net Leverage Ratio shall be determined on a pro forma basis in a manner consistent with the definition of Consolidated Interest Coverage Ratio. The amount of Indebtedness in clause (i) may be calculated net of Unrestricted Cash in excess
of $150.0 million.
 “ Pari Passu Lien Priority ” means relative to specified Indebtedness and other obligations
having equal Lien priority to (i) the Notes and the Guarantees on the Collateral or (ii) the Revolving Credit Facility on the Collateral, as applicable.

 “ Pari Passu Notes Lien Documents ” means any credit agreement (including the Revolving Credit Facility), note purchase
agreement, indenture (including this Indenture) or other agreement related thereto and all other loan or note documents, collateral or security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or
delivered in connection with, any Pari Passu Notes Lien Indebtedness, as such agreements or instruments may be amended, supplemented, modified, restated, replaced, renewed, refunded, restructured, increased or refinanced from time to time.

 “ Pari Passu Notes Lien Indebtedness ” means (i) the Revolving Credit Facility Obligations, (ii) any Additional
Notes and (iii) any other Indebtedness that has a Stated Maturity date that is equal to or longer than the Stated Maturity date of the Notes and that is permitted to have Pari Passu Lien Priority relative to the Notes and the Guarantees with
respect to the Collateral and is not secured by any other assets; provided that, in each case, an authorized representative of the holders of such Indebtedness (other than the Revolving Credit Facility Obligations and any Additional Notes)
shall have executed a joinder to the Pari Passu Intercreditor Agreement in accordance with the terms thereof (or otherwise satisfactory to the Credit Facility Agent).

 “ Pari Passu Notes Lien Representative ” means (i) the Notes Collateral Agent, in the case of this Indenture and the
Notes, (ii) the Credit Facility Agent, in the case of the Revolving Credit Facility, and (iii) in the case of any other series of Pari Passu Notes Lien Indebtedness, the trustee, agent or representative of the holders of such series of
Pari Passu Notes Lien Indebtedness who is appointed as a representative of such series of Pari Passu Notes Lien Indebtedness (for purposes related to the administration of the applicable security documents related thereto) pursuant to the indenture,
credit agreement or other agreement governing such series of Pari Passu Notes Lien Indebtedness.
 “ Pari Passu Secured
Documents ” means the credit, guarantee and security documents governing the Pari Passu Secured Obligations, including, without limitation, the related Security Documents and Pari Passu Intercreditor Agreement.

 31

 “ Pari Passu Secured Obligations ” means, subject to the terms and
conditions in the Pari Passu Intercreditor Agreement, (i) all Obligations under this Indenture and the Notes and (ii) all Pari Passu Notes Lien Indebtedness.

 “ Participant ” means, with respect to the Depositary, a Person who has an account with the Depositary.

 “ Paying Agent ” means any Person (including the Issuer or one of its Restricted Subsidiaries acting as Paying Agent)
authorized by the Issuer to pay the principal of, premium, if any, or interest on any Notes on behalf of the Issuer.
 “ Payment
Default ” means any default in payment of amounts when due on the applicable Indebtedness, without giving effect to any grace period.

 “ Perfection Certificate ” means the Perfection Certificate with respect to the Issuer and the Guarantors organized under the
laws of the United States, Canada, the Netherlands, Switzerland and Singapore in a form substantially similar to that delivered on the Issue Date.

 “ Permitted Business ” means the businesses engaged in by the Issuer and its Subsidiaries on the Issue Date as described in
the Offering Memorandum and businesses that are reasonably related, complementary, incidental, ancillary or similar thereto or reasonable extensions thereof.

 “ Permitted Indebtedness ” has the meaning set forth in Section 4.9(b).

 “Permitted Investment” means:

 (1) Investments by the Issuer or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) any Person that will become
immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into or dispose of all or substantially all of its property or assets to, or is liquidated into, the Issuer or any Restricted Subsidiary and any Investment
held by any such Person at such time that was not incurred in contemplation of such acquisition, merger or consolidation;
 (2) Investments
in the Issuer or in any Restricted Subsidiary;
 (3) loans and advances to directors, employees, consultants and officers of the Issuer and
its Restricted Subsidiaries (i) in the ordinary course of business (including moving, payroll, travel and entertainment related advances) (other than any loans or advances to any director or executive officer (or equivalent thereof) that would
be in violation of Section 402 of the Sarbanes-Oxley Act), (ii) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office and (iii) in an aggregate principal amount not to
exceed $20.0 million at any time outstanding (calculated without regard to write-downs or write-offs thereof after the date made);

 (4) Hedging Obligations entered into in the ordinary course of business and not for the purpose of speculation;

 (5) Investments in cash and Cash Equivalents;

 32

 (6) Investments in securities of trade creditors or customers received pursuant to any
bankruptcy, workout, plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or received in compromise, settlement or resolution of Indebtedness, claims, litigation, arbitration or other
disputes with such parties and, in each case, extensions, modifications and amendments thereof;
 (7) Investments made by the Issuer or any
Restricted Subsidiary as a result of consideration received in connection with (i) an Asset Sale made in compliance with Section 4.10 or (ii) a disposition of assets that is not an Asset Sale;

 (8) any Investments in prepaid expenses, negotiable instruments held for collection, surety and performance bonds and worker’s
compensation, and lease, utility, tax, performance and other similar deposits and prepaid expenses in the ordinary course of business;

 (9) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any
Restricted Subsidiary or in satisfaction of judgments;
 (10) Investments in Unrestricted Subsidiaries not to exceed the greater of (a)
$50.0 million and (b) 12.5% of the Issuer’s Consolidated Adjusted EBITDA as of the date any such Investment is made; provided , however , that if any Investment pursuant to this clause (10) is made in any Person that
later becomes a Restricted Subsidiary after such date, such investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person
continues to be a Restricted Subsidiary;
 (11) guarantees of Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted in
accordance with Section 4.9;
 (12) repurchases of or other Investments in the Notes;

 (13) advances or extensions of credit to customers or suppliers in the ordinary course of business and payable or dischargeable in accordance
with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Issuer or the applicable Restricted Subsidiary deems reasonable under the circumstances;

 (14) Investments existing on, or made pursuant to commitments in effect on, the Issue Date and any Investment consisting of an extension,
modification, renewal or replacement thereof under the terms of agreements in existence on the Issue Date;
 (15) Investments the payment
for which consists of Equity Interests (exclusive of Disqualified Equity Interests) of the Issuer and/or Investments made with the net cash proceeds from the sale of Equity Interests (exclusive of Disqualified Equity Interests) of the Issuer;
 provided , however , that in either case such Equity Interests will not increase the amount available for Restricted Payments under the Restricted Payments Basket;

 33

 (16) other Investments in any Person having an aggregate Fair Market Value (measured on the
date each such Investment was made and without giving effect to subsequent changes in value) that, when taken together with all other Investments made pursuant to this clause (16) since the Issue Date and then outstanding (net of returns of
capital and sales, liquidations and redemptions of Investments), do not exceed the greater of (a) $200.0 million and (b) 25.0% of the Issuer’s Consolidated Adjusted EBITDA determined at the time of investment; provided that if any
Investment made pursuant to this clause (16) is made in any Person that is not a Restricted Subsidiary at the time of the Investment but becomes a Restricted Subsidiary after such date, such investment will thereafter be deemed to have been
made pursuant to clause (1) above and not this clause (16) for as long as the Person continues to be a Restricted Subsidiary;

 (17) performance guarantees of any trade or non-financial operating contract (other than such contract
that itself constitutes Indebtedness) in the ordinary course of business;
 (18) Receivables owing to the Issuer or any Restricted
Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided , however , that such trade terms may include such concessionary trade terms as the
Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;
 (19) any Investment in a Receivables Subsidiary or any
Investment by a Receivables Subsidiary in any other Person, in each case in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified
Receivables Financing or any related Indebtedness;
 (20) intercompany Investments among the Issuer and its Restricted Subsidiaries
(including intercompany Indebtedness);
 (21) accounts receivable, security deposits and prepayments and other credits granted or made in
the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection with the bankruptcy or reorganization of, or settlement of
delinquent accounts and disputes with or judgments against, such account debtors and others, in each case, in the ordinary course of business;

 (22) Investments acquired as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investments or
other transfer of title with respect to any secured Investment in default;
 (23) intercompany loans among
 Non-Guarantor Subsidiaries and Guarantees by Non-Guarantor Subsidiaries permitted by Section 4.9;

 (24) acquisitions of obligations of one or more officers or other employees of any direct or indirect parent, the Issuer or any Subsidiary in
connection with such officer’s or employee’s acquisition of Equity Interests of such direct or indirect parent, so long as no cash is actually advanced by the Issuer or any Restricted Subsidiary to such officers or employees in
connection with the acquisition of any such obligations;
 (25) advances in the form of a prepayment of expenses, so long as such expenses
are being paid in accordance with customary trade terms of the Issuer or any Restricted Subsidiary;

 34

 (26) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures
incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its Subsidiaries;
 (27)
Investments for the establishment and maintenance (including the establishment and maintenance of required reserves in an amount not to exceed the reserves reasonably determined by an independent actuary and in any event not less than any amount
that may be required from time to time in accordance with applicable statutes or other applicable law) of a captive insurance program that is reasonable and customary for companies engaged in the same or similar businesses; and

 (28) any Investment, if (a) no Default or Event of Default shall have occurred and be continuing immediately prior to making such
Investment or would result therefrom and (b) the Total Net Leverage Ratio, on a pro forma basis, is less than or equal to 3.75 to 1.00.

 In determining whether any Investment is a Permitted Investment, the Issuer may allocate or reallocate all or any portion of an Investment
among the clauses of this definition and any of the provisions of the covenant described under Section 4.7.
 “ Permitted
Liens ” means the following types of Liens:
 (1) Liens for taxes, assessments or governmental charges or levies not yet due and
payable or delinquent or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Issuer or its Restricted Subsidiaries, as the case may be, in
conformity with GAAP;
 (2) Liens in respect of property of the Issuer or any Restricted Subsidiary imposed by law or contract which were
not incurred or created to secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other
similar Liens arising in the ordinary course of business, and which do not in the aggregate materially detract from the value of the property of the Issuer or its Restricted Subsidiaries, taken as a whole, and do not materially impair the use
thereof in the operation of the business of the Issuer and its Restricted Subsidiaries, taken as a whole;
 (3) pledges or deposits made in
connection therewith in the ordinary course of business in connection with workers’ compensation including as required under the Federal Employers Liability Act, unemployment insurance, road transportation and other types of social security
regulations;
 (4) Liens (i) incurred in the ordinary course of business to secure the performance of tenders, bids, trade contracts,
stay and customs bonds, leases, statutory obligations, surety and appeal bonds, statutory bonds, government contracts, performance and return money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money),
(ii) incurred in the ordinary course of business to secure liability for premiums to insurance carriers or self-insurance arrangement obligations or (iii) deposits as security for contested taxes or import duties or for the payment of rent, in
each case, in the ordinary course of business;

 35

 (5) Liens upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

 (6) Liens arising out of judgments or awards not resulting in a Default or an Event of Default and notices of lis pendens and associated
rights related to litigation being contested in good faith by appropriate proceedings and in respect of which the Issuer or any affected Restricted Subsidiary has set aside on its books reserves in accordance with GAAP with respect thereto;

 (7) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capitalized Lease
Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and title defects or
irregularities and other similar encumbrances incurred in the ordinary course of business in each case that are of a minor nature and that, individually and in the aggregate, do not interfere in any material respect with the ordinary conduct of the
business of the Issuer or any Restricted Subsidiary;
 (8) Liens securing reimbursement obligations with respect to commercial letters of
credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof;
 (9) Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff, and deposits made in the ordinary course of
business to secure liability to insurance carriers;
 (10) bankers’ Liens, rights of setoff and other similar Liens existing solely
with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are
maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements or rights of set-off
relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business;

 (11) any interest or title of a lessor or sublessor under any lease or sublease entered into by the Issuer or any Restricted Subsidiary in
accordance with this Indenture;
 (12) the filing of Uniform Commercial Code financing statements or PPSA financing statements or
equivalent statements in any other…

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