hereof or the respective representations, warranties,
agreements, covenants, rights or responsibilities of the parties made or arising
prior to the termination of this Agreement.
7.5 This Agreement is not assignable by either party hereto without the written
consent of the other party, which consent shall not be unreasonably withheld,
provided, however, that the Dealer may assign its rights and obligations under
this Agreement to any of its affiliated entities.
7.6 This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
FMC Technologies, Inc., as Issuer By:
/s/ Joseph Meyer Name:
Joseph Meyer
Title:
Director, Treasury Operations By:
/s/ Kurt Niemietz Name:
Kurt
Niemietz Title:
Manager, Treasury Operations Wells Fargo Brokerage Services,
LLC, as Dealer By:
Name:
Joseph W. Glenn Title:
Senior Vice President
ADDENDUM
1. The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are:
Bane of America Securities, LLC
Merrill Lynch Money Markets
2. The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:
For the Issuer:
FMC Technologies, Inc.
Address:
1803 Gears Road.
Houston, TX 77067
Attention:
Telephone number:
Fax number
Kurt Niemietz
281-405-2981
For the Dealer:
Wells Fargo Brokerage Services, LLC
Address:
MAC N9303-105
608 Second Avenue South, Tenth Floor
Minneapolis, MN 55479
Attention:
Telephone number:
Fax number:
Joseph W. Glenn
612-667-3774
612-667-4744
EXHIBIT A
FORM OF LEGEND FOR
PRIVATE PLACEMENT MEMORANDUM AND NOTES
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT IT
HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER
AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND THAT IT IS EITHER (A) AN INSTITUTIONAL INVESTOR OR
HIGHLY SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN
THE MEANING OF RULE 501 (a) UNDER THE ACT AND WHICH, IN THE CASE OF AN
INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE
ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS A NET WORTH OF AT LEAST
$5 MILLION (AN "INSTITUTIONAL ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL
ACCREDITED INVESTOR", RESPECTIVELY) AND THAT EITHER IS PURCHASING NOTES FOR ITS
OWN ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A
SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION
3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL