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:

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

(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,

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.]

EXECUTED as of the date first stated above.

Signature Page to First Amendment to

FMC Technologies B.V. Five-Year Credit Agreement

Signature Page to First Amendment to

FMC Technologies B.V. Five-Year Credit Agreement