FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT

Exhibit 10.14.a

FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT

THIS AMENDMENT (herein so called) is entered into as of May 10, 2006, among FMC TECHNOLOGIES B.V., a private company with limited liability (besloten vennootschap met bepertke aansprakelijkheid) incorporated under the laws of The Netherlands (the “Borrower”), FMC TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), the Lenders (herein so called) party to the Credit Agreement (hereinafter defined) and DnB NOR BANK ASA, as Administrative Agent (as defined in the Credit Agreement) for the Lenders.

The Borrower, the Parent, the Lenders and the Administrative Agent are party to the Five-Year Credit Agreement dated as of November 10, 2005 (the “Credit Agreement”), and have agreed, upon the following terms and conditions, to amend the Credit Agreement in certain respects. Accordingly, for valuable and acknowledged consideration, the Borrower, the Parent, the Lenders and the Administrative Agent agree as follows:

1.          Terms and References. Unless otherwise stated in this Amendment, (a) terms defined in the Credit Agreement have the same meanings when used in this Amendment, and (b) references to “Sections”, “Articles” and “Exhibits” are to the Credit Agreement’s sections, articles and exhibits.

2.          Amendments. The Credit Agreement is amended as follows:

(a)        The definition of Revolving Period contained in Section 1.01 is amended in its entirety to read as follows:

“Revolving Period means the period commencing on the date of this Agreement and ending on the earlier of (a) the Maturity Date or (b) the Business Day designated in a notice from the Borrower to the Administrative Agent as the last day of the Revolving Period, which notice must be given not less than ten Business Days prior to such last day.”

(b)        Section 6.01(b) is amended in its entirety to read as follows:

“(b) On or before December 31, 2005 for the fiscal year ended December 31, 2004 and as soon as available but in any event not more than 180 days after the end of each other fiscal year of the Borrower, a balance sheet of the Borrower as of the end of such fiscal year, and the related profit and loss account for such fiscal year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, certified by the managing directors of the Borrower and prepared in a manner consistent with the balance sheets and profit and loss accounts of the Borrower for fiscal years 2002 and 2003 which have been previously delivered to each of the Lenders.”

(c)        The reference to Section 6.01(b) contained in Section 6.01(d) is deleted.

3.          Conditions Precedent to Effectiveness. This Amendment shall not be effective until the Administrative Agent receives (a) counterparts of this Amendment executed by the Borrower, the Parent,

		1		First Amendment to
		FMC Technologies B.V. Five-Year Credit Agreement

the Lenders and the Administrative Agent, and (b) such other documents, instruments and certificates as the Administrative Agent may reasonably request.

4.          Representations. Each of the Parent and the Borrower (as to itself, and its Subsidiaries only) represents and warrants to the Lenders that as of the date of this Amendment, (a) the representations and warranties contained in Article V are true and correct in all material respects except to the extent that such representations and warranties refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (b) no Default or Event of Default has occurred and is continuing, (c) the resolutions and certifications attached as Appendices C, D, E and F to that certain Formalities Certificate of the Borrower dated November 10, 2005, heretofore delivered to the Administrative Agent, have not been modified, amended or rescinded and remain in full force and effect, and (d) the resolutions attached as Exhibits C and D to that certain Certificate of Assistant Secretary of the Parent dated November 10, 2005, heretofore delivered to the Administrative Agent, have not been modified, amended or rescinded and remain in full force and effect.

5.          Ratification of Guaranty. The Parent consents to the amendments to the Credit Agreement effected hereby, agrees that its obligations under the Guaranty are not released, discharged, reduced or otherwise affected by such amendments and ratifies and confirms all of its obligations under the Guaranty and the other Loan Documents to which it is a party.

6.          Effect of Amendment. This Amendment is a Loan Document. Except as expressly modified and amended by this Amendment, all of the terms, provisions and conditions of the Loan Documents shall remain unchanged and in full force and effect. The Loan Documents and any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Credit Agreement are hereby amended so that any reference to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

7.          Counterparts. This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

8.           Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGES FOLLOW.]

		2		First Amendment to
		FMC Technologies B.V. Five-Year Credit Agreement

EXECUTED as of the date first stated above.

FMC TECHNOLOGIES B.V.				COÖPERATIEVE CENTRALE
				RAIFFEISEN-BOERENLEENBANK B.A.,
				"RABOBANK NEDERLAND", NEW YORK
By:		/s/ Xxxxxx X. Xxxxx		BRANCH, as a Lender
		Xxxxxx X. Xxxxx, Attorney
				By:		/s/ Xxxx Xxxxxxxxx
						Xxxx Xxxxxxxxx, Vice President
FMC TECHNOLOGIES, INC.
				By:		/s/ Xxxxxx Xxxxxxx
By:		/s/ Xxxxxx X. Xxxxx				Xxxxxx Xxxxxxx, Associate General
		Xxxxxx X. Xxxxx, Director, Treasury				Counsel
		Operations
				FOKUS BANK ASA, as a Lender
DnB NOR BANK ASA, as Administrative Agent
				By:		/s/ Xxxxx Xxxxxxxx
By:		/s/ Xxxxxxx X. Xxxxxxxxx				Xxxxx Xxxxxxxx, General Manager
		Xxxxxxx X. Xxxxxxxxx, Senior Vice
		President
				JPMORGAN CHASE BANK, NA, as a Lender
By:		/s/ Tor Xxxx Xxxxxx
		Tor Xxxx Xxxxxx, Assistant Vice President
				By:		/s/ Xxxxx X. Xxxx
						Xxxxx X. Xxxx, Managing Director
DnB NOR BANK ASA, as a Lender
				MIZUHO CORPORATE BANK, LTD., as a
By:		/s/ Xxxxxxx X. Xxxxxxxxx		Lender
		Xxxxxxx X. Xxxxxxxxx, Senior Vice
		President
				By:		/s/ Xxxxxx Xxxxxxxxx
						Xxxxxx Xxxxxxxxx, Senior Vice President
By:		/s/ Tor Xxxx Xxxxxx
		Tor Xxxx Xxxxxx, Assistant Vice President
				NATIONAL CITY BANK OF THE
				MIDWEST, as a Lender
BANK OF AMERICA, N.A., as a Lender
				By:		/s/ Xxx X. Xxxxxx
By:		/s/ Xxxxxx X. XxXxxx				Xxx X. Xxxxxx, Senior Vice President
		Xxxxxx X. XxXxxx, Senior Vice President

Signature Page to First Amendment to

FMC Technologies B.V. Five-Year Credit Agreement

ROYAL BANK OF SCOTLAND, PLC, as a Lender				U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxx Xxxxxxxxx		By:		/s/ R. Xxxxxxx Xxxxxx
		Xxxxxx Xxxxxxxxx, Vice President				R. Xxxxxxx Xxxxxx, Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ,				XXXXX FARGO BANK, N.A., as a Lender
LTD., as a Lender
				By:		/s/ Xxxx X. Xxxxxxxxxxxxx
By:		/s/ Xxxxxx Xxxxxxxxx				Xxxx X. Xxxxxxxxxxxxx, Vice President
		Xxxxxx Xxxxxxxxx, Vice President &
		Manager
				WESTLB AG, NEW YORK BRANCH, as a
				Lender
THE NORTHERN TRUST COMPANY, as a
Lender
				By:		/s/ Xxxxxx Xxxxxxxxx
						Xxxxxx Xxxxxxxxx, Executive Director
By:		/s/ Xxxxxx Xxxxxxxx
		Xxxxxx Xxxxxxxx, Vice President
				By:		/s/ Xxxx Xxxxxxx
						Xxxx Xxxxxxx, Director

Signature Page to First Amendment to

FMC Technologies B.V. Five-Year Credit Agreement