SUPPLEMENTAL INDENTURE
Exhibit 4.1
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.
W I T N E S S E T H:
WHEREAS, the Issuer, the existing Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of January
29, 2021 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an unlimited aggregate
principal amount 6.500% Senior Notes due 2026 of the Issuer (the “Notes”);
WHEREAS, Section 4.15 of the Indenture
provides that the Issuer will cause any Restricted Subsidiary of the Issuer that is not an existing Guarantor that guarantees certain Indebtedness as described therein, to execute and deliver a Guarantee with respect to the Notes on the same terms
and conditions as those set forth in the Indenture.
WHEREAS, pursuant to Section 9.1 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder to add an additional Guarantor.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, each New Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as
therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement to be Bound. Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all
of the obligations and agreements of a Guarantor under the Indenture, including Article X thereof.
ARTICLE III
Miscellaneous
SECTION 3.1 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 3.2 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
SECTION 3.3 Ratification of Indenture; Supplemental Indentures Part of Indenture; No Liability of Trustee. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or
hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or each New Guarantor’s Guarantee. Additionally, the Trustee shall not
be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by each New Guarantor and the Trustee makes no representation with respect to
any such matters.
SECTION 3.4 Counterparts. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement. The
exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated
hereunder by electronic means.
SECTION 3.5 Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provisions hereof.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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U.S. BANK NATIONAL ASSOCIATION, as Trustee
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By:
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/s/ Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxxxx
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Title:
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Vice President
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC Technologies do Brasil Ltda., as a Guarantor
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By:
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/s/ Aparecido Xxxxxxx Xxxxxxx
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Name:
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Aparecido Xxxxxxx Xxxxxxx
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Title:
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Administrator
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Administrator
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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GLBL Brasil Oleodutos e Serviços Ltda., as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Administrator
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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Technip Brasil Engenharia, Instalações e Apoio
Marítimo Ltda., as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Administrator
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC TECHNOLOGIES GLOBAL B.V.
TECHNIP OFFSHORE N.V.
TECHNIP INTERNATIONAL HOLDINGS B.V.
FMC TECHNOLOGIES B.V.
FMC TECHNOLOGIES BRAZIL FINANCE B.V.
TECHNIP HOLDING BENELUX B.V.
FMC TECHNOLOGIES INTERNATIONAL SERVICES B.V.
TECHNIPFMC PIPELAYING B.V.
TECHNIPFMC PLSV C.V.
TECHNIPFMC CASH B.V.
TSLP B.V.,
each as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Authorised Person
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC TECHNOLOGIES SURFACE WELLHEAD B.V. as Guarantor
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By:
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/s/ Xxxxxxx Xxxx
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Name:
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Xxxxxxx Xxxx
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Title:
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Authorised Person
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP SHIPS NETHERLANDS B.V.
TECHNIPFMC PSLV B.V.,
each as a Guarantor
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By:
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/s/ Xxxx Xxxxxxxx
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Name:
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Xxxx Xxxxxxxx
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Title:
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Authorised Person
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC SEPARATION SYSTEMS B.V., as a Guarantor
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By:
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/s/ Xxxxxxx Xxxx Akdim
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Name:
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Xxxxxxx Xxxx Akdim
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Title:
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Authorised Person
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC KONGSBERG SUBSEA AS, as a Guarantor
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By:
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/s/ Xxxxx Xxxxxx Xxxxx
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Name:
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Xxxxx Xxxxxx Xxxxx
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Title:
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Attorney in Fact
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC TECHNOLOGIES NORWAY AS, as a Guarantor
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By:
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/s/ Xxxxx Xxxxxx Xxxxx
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Name:
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Xxxxx Xxxxxx Xxxxx
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Title:
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Attorney in Fact
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP CHARTERING NORGE AS, as a Guarantor
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By:
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/s/ Xxxxx Xxxxxx Xxxxx
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Name:
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Xxxxx Xxxxxx Xxxxx
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Title:
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Attorney in Fact
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
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TECHNIP COFLEXIP NORGE AS, as a Guarantor
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By:
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/s/ Xxxxx Xxxxxx Xxxxx
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Name:
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Xxxxx Xxxxxx Xxxxx
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Title:
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Attorney in Fact
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP NORGE AS, as a Guarantor
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By:
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/s/ Xxxxx Xxxxxx Xxxxx
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Name:
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Xxxxx Xxxxxx Xxxxx
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Title:
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Attorney in Fact
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC TECHNOLOGIES GLOBAL SERVICES PTE. LTD., as a Guarantor
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By:
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/s/ Ho Wen Jie
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Name:
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Ho Wen Jie
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC TECHNOLOGIES SINGAPORE PTE LTD, as a Guarantor
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By:
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/s/ Ho Wen Jie
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Name:
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Ho Wen Jie
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP SINGAPORE PTE. LTD., as a Guarantor
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By:
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/s/ Ho Wen Jie
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Name:
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Ho Wen Jie
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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CONTROL SYSTEMS INTERNATIONAL (UK) LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC KONGSBERG SERVICES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx Xxxxxxx
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Xxxx:
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Xxxxx Xxxxx Xxxxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC KOS WEST AFRICA LIMITED, as a Guarantor
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By:
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/s/ Xxxxxx Xxxx
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Name:
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Xxxxxx Xxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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FMC TECHNOLOGIES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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SUBSEA I & C SERVICES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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SUBSEA MARITIME SERVICES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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SUBSEA OFFSHORE SERVICES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP OFFSHORE XXXXXXX SERVICES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxxxxx
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Name:
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Xxxxx Xxxxxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP SERVICES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP SHIPS ONE LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP UK LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIP-COFLEXIP UK HOLDINGS LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIPFMC (EUROPE) LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIPFMC CORPORATE HOLDINGS LIMITED, as a Guarantor
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By:
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/s/ Xxxxxxx Xxxxxx
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Name:
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Xxxxxxx Xxxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIPFMC FINANCE ULC, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIPFMC INTERNATIONAL FINANCE LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxxxxxx
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Name:
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Xxxxx Xxxxxxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIPFMC INTERNATIONAL UK LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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TECHNIPFMC UMBILICALS LTD, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date
first above written.
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WEST AFRICA SUBSEA SERVICES LIMITED, as a Guarantor
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By:
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/s/ Xxxxx Xxxxx
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Name:
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Xxxxx Xxxxx
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Title:
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Director
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SCHEDULE I
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Entity
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Country
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FMC Technologies Do Brasil Ltda.
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Brazil
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GLBL Brasil Oleodutos e Servicos Ltda.
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Brazil
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Technip Brasil Engenharia, Instalacoes e Apoio Maritimo Ltda
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Brazil
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FMC Separation Systems BV
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Netherlands
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FMC Technologies Brazil Finance BV
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Netherlands
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FMC Technologies BV
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Netherlands
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FMC Technologies Global BV
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Netherlands
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FMC Technologies International Services BV
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Netherlands
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FMC Technologies Surface Wellhead BV
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Netherlands
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Technip Holding Benelux BV
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Netherlands
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Technip Offshore Contracting BV
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Netherlands
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Technip Offshore NV
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Netherlands
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Technip Ships (Netherlands) BV
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Netherlands
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TechnipFMC Cash BV
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Netherlands
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TechnipFMC International Holdings BV
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Netherlands
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TechnipFMC Pipelaying BV
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Netherlands
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TechnipFMC PLSV BV
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Netherlands
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TechnipFMC PLSV CV
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Netherlands
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TSLP BV
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Netherlands
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FMC Kongsberg Subsea AS
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Norway
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FMC Technologies Norway AS
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Norway
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Technip Chartering Norge AS
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Norway
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Technip Coflexip Norge AS
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Norway
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Technip Norge AS
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Norway
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FMC Technologies Global Services Pte Ltd
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Singapore
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FMC Technologies Singapore Pte Ltd
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Singapore
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Technip Singapore Pte Ltd
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Singapore
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Control Systems International (UK) Ltd
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United Kingdom
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FMC Kongsberg Services Ltd
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United Kingdom
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FMC/KOS West Africa Ltd
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United Kingdom
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FMC Technologies Ltd
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United Kingdom
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Subsea I & C Services Ltd
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United Kingdom
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Subsea Maritime Services Ltd
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United Kingdom
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Subsea Offshore Services Ltd
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United Kingdom
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Technip Offshore Xxxxxxx Services Ltd.
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United Kingdom
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Technip Services Ltd
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United Kingdom
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Technip Ships One Ltd
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United Kingdom
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Technip UK Limited
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United Kingdom
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Technip-Coflexip UK Holdings Ltd
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United Kingdom
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TechnipFMC (Europe) Ltd.
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United Kingdom
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TechnipFMC Corporate Holdings Limited
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United Kingdom
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TechnipFMC Finance ULC
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United Kingdom
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TechnipFMC International Finance Ltd.
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United Kingdom
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TechnipFMC International UK Limited
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United Kingdom
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United Kingdom
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TechnipFMC Umbilicals Ltd.
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United Kingdom
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West Africa Subsea Services Ltd.
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United Kingdom
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