Fourth Amendment to the $250,000,000 Five-Year Credit Agreement



 Exhibit 4.11 
  
 FOURTH AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT 
  
 THIS AMENDMENT (herein so called) is entered into as of April 8, 2004, among FMC TECHNOLOGIES, INC., a Delaware
corporation (“Borrower”), the Lenders (herein so called) party to the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as Administrative Agent (as defined in the Credit Agreement) for the Lenders.

  
 Borrower, the Lenders and the Administrative Agent are party
to the Five-Year Credit Agreement dated as of April 26, 2001, as amended by that certain First Amendment to Five-Year Credit Agreement dated as of May 30, 2001, that certain Second Amendment to Five-Year Credit Agreement dated as of April 25, 2002,
and that certain Third Amendment to Five-Year Credit Agreement dated as of April 24, 2003 (as amended, the “Credit Agreement”), and have agreed, upon the following terms and conditions, to further amend the Credit Agreement
in certain respects. Accordingly, for valuable and acknowledged consideration, Borrower, 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. Amendment. Section 7.05 is amended in its
entirety to read as follows: 
  
 7.05
Restricted Subsidiary Debt. From and after the Guaranty Release Date, the Borrower will not permit any Restricted Subsidiary to create, incur, assume or permit to exist any Debt, except: 
  

	 	(a)	Debt existing on March 31, 2001 and described on Schedule 7.05; 

  


	 	(b)	Debt owed to the Borrower or any other Restricted Subsidiary; 

  

	 	(c)	other Debt in an aggregate principal amount for all Restricted Subsidiaries not exceeding $50,000,000 at any time; and 

  

	 	(d)	in addition to the Debt permitted by clause (c) preceding, Debt of FMC Technologies Finance B.V. in an aggregate principal amount not exceeding $100,000,000 at any
time, incurred under that certain Five-Year Credit Agreement dated as of April 8, 2004, among the Borrower, FMC Technologies Finance B.V., certain lenders and Bank of America, as administrative agent and a letter of credit issuer.









 3. Conditions Precedent to Effectiveness. This Amendment shall not be effective until the
Administrative Agent receives (a) counterparts of this Amendment executed by Borrower, the Required Lenders and the Administrative Agent, (b) such evidence as the Administrative Agent may reasonably request to verify that the execution and delivery
of this Amendment by Borrower has been duly authorized by all necessary corporate action and that the Principal Officer of Borrower executing this Amendment has the authority and capacity to do so, and (c) such other documents, instruments and
certificates as the Administrative Agent may reasonably request. 
  
 4. Representations. Borrower 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, and (b) no Default or Event of Default has occurred
and is continuing. 
  
 5. 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.

  
 6. 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.

  
 7. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New York. 
  
 [REMAINDER OF PAGE INTENTIONALLY BLANK. 
 SIGNATURE PAGES FOLLOW.] 
  

 Fourth Amendment to Credit Agreement - Page 2 








 EXECUTED as of the date first stated above. 
  

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


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


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Scott L. Joyce


	 	 	Scott L. Joyce
	 	 	Vice President
	
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Scott L. Joyce


	 	 	Scott L. Joyce
	 	 	Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	DEN NORSKE BANK ASA, as a Lender
		
	By:	 	 /s/ Peter M. Dodge


	Name:	 	Peter M. Dodge
	Title:	 	First Vice President
		
	By:	 	 /s/ Alfred C. Jones III


	Name:	 	Alfred C. Jones III
	Title:	 	Senior Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies 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/ Ivan Rodriguez


	Name:	 	Ivan Rodriguez
	Title:	 	Vice President
		
	By:	 	 /s/ Brett Delfino


	Name:	 	Brett Delfino
	Title:	 	Executive Director


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender
		
	By:	 	 /s/ Jayne Seaford


	Name:	 	Jayne Seaford
	Title	 	Senior Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	WESTLB AG (formerly known as Westdeutsche Landesbank Girozentrale), NEW YORK BRANCH,
	as a Lender
		
	By:	 	 /s/ Duncan M. Robertson


	Name:	 	Duncan M. Robertson
	Title	 	Executive Director
		
	By:	 	 /s/ Angelika Seifert


	Name:	 	Angelika Seifert
	Title:	 	Director


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	DANSKE BANK A/S, as a Lender
		
	By:	 	 /s/ John A. O’Neill


	Name:	 	John A. O’Neill
	Title	 	Assistant General Manager
		
	By:	 	 /s/ Peter L. Hargraves


	Name:	 	Peter L. Hargraves
	Title	 	Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	WACHOVIA BANK, N.A., as a Lender
		
	By:	 	 /s/ Nathan R. Rantala


	Name:	 	Nathan R. Rantala
	Title:	 	Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to Wells Fargo Bank Texas, National Association, as a Lender
		
	By:	 	 /s/ Eric R. Hollingsworth


	Name:	 	Eric R. Hollingsworth
	Title:	 	Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	THE NORTHERN TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Kathleen D. Schurr


	Name:	 	Kathleen D. Schurr
	Title:	 	Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

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


	Name:	 	John R. Hinard
	Title:	 	Senior Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	BANCA NAZIONALE DEL LAVORO SPA - NEW YORK BRANCH,
	as a Lender
		
	By:	 	 /s/ Francesco Di Mario


	Name:	 	Francesco Di Mario
	Title:	 	Vice President
		
	By:	 	 /s/ Carlo Vecchi


	Name:	 	Carlo Vecchi
	Title:	 	Senior Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement









 EXECUTED as of the date first stated above. 
  

			
	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ R. Michael Newton


	Name:	 	R. Michael Newton
	Title:	 	Vice President


  

 Signature Page to Fourth Amendment to FMC Technologies Five-Year Credit Agreement