TechnipFMC PLC Sample Contracts

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of March 29, 2017
Indenture • March 30th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

THIS INDENTURE, dated as of March 29, 2017, is between TECHNIPFMC PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Company”), having its principal office at One St. Paul’s Churchyard, London, United Kingdom EC4M 8AP, and U.S. BANK NATIONAL ASSOCIATION, a national banking association having a corporate trust office at 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, as Trustee (herein called the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT by and between TECHNIPFMC PLC, as Issuer, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES, LLC, as Dealer Managers Dated as of March 29, 2017
Registration Rights Agreement • March 30th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into this 29th day of March, 2017, by and among TechnipFMC plc, an England and Wales private limited company (the “Company”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Wells Fargo Securities, LLC (“Wells Fargo” and, together with Merrill Lynch, the “Dealer Managers”).

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Commercial Paper Dealer Agreement Guaranteed 4(a)(2) Program Among FMC TECHNOLOGIES, INC., as Issuer, TECHNIPFMC PLC, as Guarantor, and [ ], as Dealer Concerning Notes to be issued pursuant to a Commercial Paper Issuing and Paying Agent Agreement...
Commercial Paper Dealer Agreement • September 20th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

This agreement (the “Agreement”) sets forth the understandings among the Issuer, the Guarantor and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

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PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Performance Stock Unit Agreement • April 27th, 2023 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Performance Stock Unit Agreement (the “Agreement”) is made as of February 21, 2023 (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and #ParticipantName# (the “Participant”).

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SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • January 12th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of January 7, 2021 (this “Agreement”), by and between TechnipFMC plc, a public limited company formed under the laws of England and Wales (“TFMC”), and Technip Energies B.V., a private limited liability company incorporated under the laws of the Netherlands and wholly owned subsidiary of TFMC, which prior to the Distribution (as defined below) will be converted to Technip Energies N.V., a public limited liability company incorporated under the laws of the Netherlands (“TEN”). TFMC and TEN are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

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TAX MATTERS AGREEMENT by and between TECHNIPFMC PLC and TECHNIP ENERGIES N.V. Dated as of February 16, 2021
Tax Matters Agreement • February 16th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of February 16, 2021, by and between TechnipFMC plc, a public limited company formed under the laws of England and Wales (“TFMC”) and Technip Energies N.V., a public limited liability company formed under the laws of the Netherlands and a wholly owned subsidiary of TFMC (“TEN”). TFMC and TEN are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

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PATENT LICENSE AGREEMENT by and between TECHNIPFMC PLC AND TECHNIP ENERGIES N.V. Dated as of February 15, 2021
Patent License Agreement • February 16th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York
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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • February 16th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into effective as of February 15, 2021 (“Effective Date”), by and between TechnipFMC plc, a public limited company formed under the Laws of England and Wales (“TFMC”) and Technip Energies N.V., a public limited liability company formed under the laws of the Netherlands and wholly owned subsidiary of TFMC (“TEN”). TFMC and TEN are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

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Technipfmc plc Executive Severance Agreement
Executive Severance Agreement • November 2nd, 2020 • TechnipFMC PLC • Oil & gas field machinery & equipment

THIS AGREEMENT is made and entered into as of the [date] by and between TechnipFMC plc (hereinafter referred to as the “Company”) and [Executive] (hereinafter referred to as the “Executive”).

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COEXISTENCE AND TRADEMARK MATTERS AGREEMENT by and between TECHNIPFMC PLC AND TECHNIP ENERGIES N.V.
Coexistence and Trademark Matters Agreement • February 16th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York
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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Restricted Stock Unit Agreement • April 27th, 2023 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is made as of March [=], 2023 (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and #ParticipantName#(the “Participant”).

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PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Performance Stock Unit Agreement • November 9th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Performance Stock Unit Agreement (the “Agreement”) is made as of the 9th day of August 2017 (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and Thierry Pilenko (the “Participant”).

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RELATIONSHIP AGREEMENT
Relationship Agreement • January 12th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment

This RELATIONSHIP AGREEMENT (this “Agreement”) is made and effective as of January 7, 2021 by and among Technip Energies B.V, a private limited company incorporated under the laws of the Netherlands, which prior to the Distribution (as defined below) will be converted to Technip Energies N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), Bpifrance Participations SA, a French société anonyme (public limited company) (“Shareholder”) and TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (“Parent”).

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Restricted Stock Unit Agreement • May 4th, 2020 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is made as of <<Grant Date>> (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and <<Participant Name>> (the “Participant”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • January 12th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of January 7, 2021 (the “Execution Date”) by and between TechnipFMC plc, a public limited company formed under the laws of England and Wales (“Seller”), and Bpifrance Participations SA, a société anonyme incorporated under the laws of the Republic of France (“Purchaser”). Seller and Purchaser are each referred to herein individually as a “Party” and collectively as the “Parties”.

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Contract
Dealer Agreement • May 21st, 2020 • TechnipFMC PLC • Oil & gas field machinery & equipment

Dealer AgreementTechnipFMC plcas IssuerandFMC Technologies, Inc.as GuarantorandBank of America Merrill Lynch International DACas Arranger and Dealer in relation to £600,000,000 Euro Commercial Paper Programme 19 May 2020

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PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Performance Stock Unit Agreement • May 4th, 2020 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Performance Stock Unit Agreement (the “Agreement”) is made as of <<Grant Date>> (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and <<Participant Name>> (the “Participant”).

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NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Nonqualified Stock Option Agreement • August 4th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Agreement is made as of [DATE] (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and [NAME] (the “Participant”).

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DIRECTOR DEED OF INDEMNITY
Director Deed of Indemnity • January 17th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • England and Wales
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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN Directors
Restricted Stock Unit Agreement • April 27th, 2023 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is made as of March [=], 2023 (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and «First_» «Last» (the “Participant”).

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Execution Version
Business Combination Agreement Waiver • December 14th, 2016 • TechnipFMC LTD • Oil & gas field machinery & equipment
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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 27th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 6, 2021 (this “Amendment”), by and among TECHNIPFMC PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), FMC TECHNOLOGIES, INC., a Delaware corporation (the “U.S. Borrower” and, together with the Company, the “Borrowers”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 16th, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

This Supplemental Indenture and Guarantee, dated as of February 16, 2021 (this “Supplemental Indenture” or “Guarantee”), among the companies listed on Schedule I hereto (each, a “New Guarantor”) and U.S. Bank National Association, as Trustee, paying agent and registrar under such Indenture.

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FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2024 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of April 19, 2022 (this “Amendment and Waiver”), by and among TECHNIPFMC PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), FMC TECHNOLOGIES, INC., a Delaware corporation (the “U.S. Borrower” and, together with the Company, the “Borrowers”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

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PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN
Performance Stock Unit Agreement • April 26th, 2024 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Performance Stock Unit Agreement (the “Agreement”) is made as of [] (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and [] (the “Participant”).

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SEPARATION, RELEASE AND WAIVER OF CLAIMS AND RESTRICTIVE COVENANT AGREEMENT
Separation Agreement • April 1st, 2022 • TechnipFMC PLC • Oil & gas field machinery & equipment • Texas

This Separation, Release and Waiver of Claims and Restrictive Covenant Agreement (the “Agreement”) is entered into between Barry Glickman (“Employee”) and TechnipFMC plc, and FMC Technologies, Inc. (TechnipFMC and FMC Technologies, together, the “Company”).

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Contract
Issue and Paying Agency Agreement • May 21st, 2020 • TechnipFMC PLC • Oil & gas field machinery & equipment • England

Issue and Paying Agency AgreementTechnipFMC plcas IssuerandFMC Technologies, Inc.as GuarantorandBank of America, National Association, London Branchas Issue and Paying Agent and Calculation Agent in relation to a £600,000,000 Euro Commercial Paper Programme 19 May 2020

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN Directors
Restricted Stock Unit Agreement • April 26th, 2024 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is made as of [] (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and [] (the “Participant”).

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AMENDMENT NO. 1 TO FACILITY AGREEMENT
Facility Agreement • June 15th, 2020 • TechnipFMC PLC • Oil & gas field machinery & equipment

THIS AMENDMENT NO. 1 TO FACILITY AGREEMENT (this “Amendment”), dated as of June 12, 2020, is entered into by and among TECHNIPFMC PLC (the “Company”), TECHNIP EUROCASH SNC (“Technip Eurocash”), FMC TECHNOLOGIES, INC. (“FMC Technologies” and together with the Company and Technip Eurocash, the “Borrowers”), the Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., as agent of the Finance Parties (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Facility Agreement referenced below.

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TECHNIPFMC PLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee 2.00% SENIOR NOTES DUE 2017 FIRST SUPPLEMENTAL INDENTURE Dated as of March 29, 2017
First Supplemental Indenture • March 30th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 29, 2017 (this “Supplemental Indenture”), between TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company” or the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”),

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NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Nonqualified Stock Option Agreement • May 9th, 2019 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Agreement is made as of [ ](the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and <<Participant Name>> (the “Participant”).

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TECHNIPFMC PLC - AND - THIERRY PILENKO SERVICE AGREEMENT
Service Agreement • April 2nd, 2018 • TechnipFMC PLC • Oil & gas field machinery & equipment
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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN Directors
Restricted Stock Unit Agreement • May 3rd, 2021 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is made as of the <<Grant Date>> (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and <<Participant Name>> (the “Participant”).

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DEED OF INDEMNITY OFFICERS
Deed of Indemnity • January 17th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • England and Wales
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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TECHNIPFMC PLC INCENTIVE AWARD PLAN
Restricted Stock Unit Agreement • August 4th, 2017 • TechnipFMC PLC • Oil & gas field machinery & equipment • Delaware

This Restricted Stock Unit Agreement (the “Agreement”) is made as of the [Grant Date] (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and [NAME] (the “Participant”).

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