FIrst Amendment to $250,000,000 Amended and Restated Five -Year Credit Agreement



 Exhibit 10.13.a 
 FIRST AMENDMENT TO 
 FIVE-YEAR CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT (this “Amendment”) is entered into as of January 26, 2007, among
FMC TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Lenders (herein so called) party to the Credit Agreement (hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent for
the Lenders. 
 The Borrower, the Lenders, and the Administrative Agent are party to the Amended and Restated Five-Year Credit Agreement
dated as of November 10, 2005 (the “Credit Agreement”). Unless otherwise defined in this Amendment, terms defined in the Credit Agreement shall have the same meanings when used in this Amendment. 
 The Borrower has requested that Section 7.06(c) of the Credit Agreement be amended in certain respects, and the Lenders and the Administrative Agent
are willing to so amend Section 7.06(c) of the Credit Agreement. 
 Accordingly, for valuable and acknowledged consideration, the
Borrower, the Lenders and the Administrative Agent agree and acknowledge as follows: 
 1. Amendment. Section 7.06(c) of
the Credit Agreement is amended to read in its entirety as follows: 
 “(c) the Borrower may declare and make Restricted
Payments to its stockholders, provided that no Default or Event of Default exists at the time of the declaration thereof or would result therefrom.” 
 2. Conditions Precedent to Amendment. This Amendment shall not be effective until the Administrative Agent receives (a) counterparts of this Amendment executed by the Borrower, the Majority Lenders
and the Administrative Agent, (b) such other agreements, documents, instruments and items as the Administrative Agent may reasonably request, and (c) an amendment fee payable to each Lender party to the Credit Agreement in the amount of
$2,500. 
 3. Representations. The Borrower represents and warrants to the Lenders that as of the date of this Amendment,
(a) the representations and warranties contained in Article V of the Credit Agreement 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 attached as Exhibit C to that certain
Certificate of Assistant Secretary 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. 
 4. Effect of Amendment. This Amendment is a Loan Document. The amendment set forth in this Amendment is limited to the matter expressly set
forth herein and does not constitute the amendment of any other provision requiring the consent of the Lenders or the Administrative Agent under the Loan Documents. Except as expressly amended under this Amendment, all of the terms, provisions and
conditions of the Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. If any part of this Amendment is for any reason found to be unenforceable, all other portions of it shall nevertheless remain
enforceable. 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. 
  

	
	First Amendment to
	FMC Technologies, Inc. Five-Year Credit Agreement








 5. Expenses. The Borrower shall pay all reasonable fees and expenses paid or incurred by
the Administrative Agent incident to this Amendment, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of this Amendment
and any related documents. 
 6. Governing Law. This Amendment shall be governed by and construed in accordance with and be
governed by the laws of the State of Illinois, without regard to conflict of laws principles. 
 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. Parties. This Amendment binds and inures to the benefit of the Borrower, the Administrative Agent, the
Lenders and their respective permitted successors and assigns. 
 [REMAINDER OF PAGE INTENTIONALLY BLANK. 
 SIGNATURE PAGES FOLLOW.] 
  

	
	First Amendment to
	FMC Technologies, Inc. Five-Year Credit Agreement

  

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 EXECUTED as of the date first stated above. 
  

			
	FMC TECHNOLOGIES, INC.
		
	By:	 	 /s/ Joseph J. Meyer

	Name:	 	Joseph J. Meyer
	Title:	 	Director, Treasury Operations


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement

  







 EXECUTED as of the date first stated above. 
  

			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 /s/ Renita Cummings

	Name:	 	Renita Cummings
	Title:	 	Assistant Vice President


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement

  







 EXECUTED as of the date first stated above. 
  

			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	DnB NOR BANK ASA, as a Lender
		
	By:	 	 /s/ Kevin O’Hara

	Name:	 	Kevin O’Hara
	Title:	 	Vice President
		
	By:	 	 /s/ Giacomo Landi

	Name:	 	Giacomo Landi
	Title:	 	First Vice President


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	NATIONAL CITY BANK, as a Lender
		
	By:	 	 /s/ Jon R. Hinard

	Name:	 	Jon R. Hinard
	Title:	 	Senior Vice President


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	 THE ROYAL BANK OF SCOTLAND PLC,
 as a
Lender

		
	By:	 	 /s/ L. Peter Yetman

	Name:	 	L. Peter Yetman
	Title:	 	Senior Vice President


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Erica Brothers

	Name:	 	Erica Brothers
	Title:	 	Bank Officer


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	 BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
 as a Lender

		
	By:	 	 /s/ John McGhee

	Name:	 	John McGhee
	Title:	 	Vice President & Manager


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	MIZUHO CORPORATE BANK LTD., as a Lender
		
	By:	 	 /s/ Robert Gallagher

	Name:	 	Robert Gallagher
	Title:	 	Senior Vice President


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	THE NORTHERN TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Alex Nikolov

	Name:	 	Alex Nikolov
	Title:	 	Second Vice President


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	WESTLB AG, NEW YORK BRANCH, as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	JPMORGAN CHASE BANK, NA, as a Lender
		
	By:	 	 /s/ Kerry G. Harpole

	Name:	 	Kerry G. Harpole
	Title:	 	Vice President


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	COOPERATIVE CENTRALE RAIFFEINSEN- BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Jeff Bliss

	Name:	 	Jeff Bliss
	Title:	 	Vice President
		
	By:	 	 /s/ Andrew Sherman

	Name:	 	Andrew Sherman
	Title:	 	Executive Director


 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	Fokus Bank ASA, as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement








 EXECUTED as of the date first stated above. 
  

			
	 U.S. BANK NATIONAL ASSOCIATION,
 as a
Lender

		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Signature Page 
 First Amendment to 
 FMC Technologies, Inc. Five-Year Credit Agreement