Exhibit 10.1

EXECUTION VERSION

US$2,500,000,000

FACILITY AGREEMENT

dated 12 January 2017

for

FMC TECHNOLOGIES, INC.

and

TECHNIP EUROCASH SNC

(a subsidiary of TECHNIP S.A. as of the date hereof)

and, from and after the Initial Availability Date,

TECHNIPFMC PLC

with

JPMORGAN CHASE BANK, N.A.

acting as Agent

SG AMERICAS SECURITIES, LLC

acting as Syndication Agent

BANK OF AMERICA, N.A.

BNP PARIBAS

CRÉDIT AGRICOLE CIB

SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

and

WELLS FARGO BANK INTERNATIONAL UC

acting as Co-Documentation Agents

and

JPMORGAN CHASE BANK, N.A.

SOCIÉTÉ GÉNÉRALE

BANK OF AMERICA, N.A.

BNP PARIBAS

CRÉDIT AGRICOLE CIB

SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

and

WELLS FARGO BANK INTERNATIONAL UC

acting as Joint Bookrunners and Joint Lead Arrangers

CONTENTS

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THIS FACILITY AGREEMENT is dated 12 January 2017 and made between:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“ ABR Loans ” means Revolving Facility Loans bearing interest based upon the Alternate Base Rate.

“ Accession Letter ” means a document substantially in the form set out in Part I of Schedule 6 ( Accession Letters ).

“ acting in concert ” has the meaning given to that term in Clause 12.3 ( Change of Control ).

“ Additional Borrower ” means a company which becomes an Additional Borrower in accordance with Clause 30 ( Changes to the Obligors ).

“ Additional Guarantor ” means a company which becomes an Additional Guarantor in accordance with Clause 30 ( Changes to the Obligors ).

“ Additional Obligor ” means an Additional Borrower or an Additional Guarantor.

“ Adjusted LIBOR Rate ” means, with respect to any LIBOR Loans for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) LIBOR for such Interest Period multiplied by (b) the then current Statutory Reserve Rate.

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“ Affiliate ” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“ Agreement ” means this Facility Agreement, as the same may from time to time be amended, modified, supplemented or restated.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate on such day plus 0.5% and (c) the Adjusted LIBOR Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%, provided that, for the purpose of this definition, the Adjusted LIBOR Rate for any day shall be based on the Screen Rate for LIBOR (or if such Screen Rate is not available for the relevant Interest Period, the Interpolated Screen Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBOR Rate, respectively. For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Anti-Boycott Regulations ” means the Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV) in connection with the German Foreign Trade Law (Außenwirtschaftsgesetz - AWG) and any other applicable anti-boycott or similar laws or regulations.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Obligors or any of their respective Subsidiaries at any time concerning or relating to bribery or corruption.

“ Applicable Rate ” means (a) with respect to ABR Loans and Swingline Loans denominated in dollars, the applicable rate specified in the Pricing Grid under the heading “Interest Margin for ABR Loans” and (b) with respect to LIBOR Loans, EURIBOR Loans, EONIA Loans and Swingline Loans denominated in euro, the applicable rate specified in the Pricing Grid under the heading “Interest Margin for LIBOR Loans, EURIBOR Loans and EONIA Loans”.

“ Approved Fund ” means any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” has the meaning given to that term in the Recitals.

“ Assignment Agreement ” means an agreement substantially in the form set out in Schedule 5 ( Form of Assignment Agreement ) or any other form agreed between the relevant assignor and assignee.

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“ Availability Period ” means the period from and including the Initial Availability Date to and including the earlier of (a) the Maturity Date and (b) the date of termination of the Commitments.

“ Available Revolving Facility ” means, at any time, the aggregate of each Lender’s Available Revolving Facility Commitment at such time.

“ Available Revolving Facility Commitment ” means (but without limiting Clause 6.6 ( Relationship with the Revolving Facility )) a Lender’s Revolving Facility Commitment minus:

other than that Lender’s participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“ Available Swingline Commitment ” of a Swingline Lender means that Lender’s Swingline Commitment minus:

other than that Lender’s participation in any Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“ Available Swingline Facility ” means, at any time, the aggregate of each Swingline Lender’s Available Swingline Commitment at such time.

“ Base Currency ” means USD.

“ Base Currency Amount ” means, in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request), and as adjusted under Clause 10.4 ( Revaluation of Utilisations ) and as adjusted to reflect any repayment or prepayment of a Utilisation.

“ Basel II ” has the meaning given to that term in Clause 19.3 ( Exceptions ).

“ Basel III ” means:

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“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“ Borrower ” means (a) an Original Borrower, (b) upon delivery of the Company Accession Letter, the Company, or (c) an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 30 ( Changes to the Obligors ).

“ Break Costs ” means the amount (if any) by which:

exceeds:

“ Business Combination Agreement ” means the Business Combination Agreement, dated as of 14 June 2016 by and among FMCTI, Technip and the Company (including all amendments, supplements and other modifications thereto effected on or prior to the Effective Date).

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Paris and New York and (in relation to any date for payment or purchase of euro) any TARGET Day.

“ Central Time ” means US Central time (Daylight or Standard, as applicable).

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“ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFC Entity ” means any CFC or any Subsidiary owned directly or indirectly by any CFC.

“ CFO ” means the chief financial officer of the relevant Obligor or, if no chief financial officer is appointed, such other person fulfilling the functions of chief financial officer of the relevant Obligor.

“ Code ” means the Internal Revenue Code of 1986 of the United States of America.

“ Commitment ” means a Revolving Facility Commitment and/or a Swingline Commitment.

“ Common Stock ” means all capital stock of an issuer, except capital stock as to which both the entitlement to dividends and the participation in assets upon liquidation are by the terms of such capital stock limited to a fixed or determinable amount.

“ Company ” means TechnipFMC Limited, a company incorporated under the laws of England and Wales with its registered office at One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom and Company Number 9909709, to be re-registered as TechnipFMC plc prior to the Merger.

“ Company Accession Letter ” means a document substantially in the form set out in Part II of Schedule 6 ( Accession Letters ).

“ Compliance Certificate ” means a certificate substantially in the form set out in Schedule 8 ( Form of Compliance Certificate ).

“ Confidential Information ” means all information relating to the Company, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

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“ Confidenti ality Undertaking ” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 10 ( LMA Form of Confidentiality Undertaking ) or in any other form agreed between the Company and the Agent.

“ Consolidated Net Worth ” means at any time the consolidated shareholders’ equity of the Company and its Consolidated Restricted Subsidiaries calculated on a consolidated basis at such time and determined in accordance with GAAP.

“ Consolidated Restricted Subsidiary ” means, at any date, any Restricted Subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements as of such date.

“ CRD IV ” means:

(a)    Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(b)    Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

For the purposes of this definition, the delegated act referenced under Article 460 of Regulation (EU) No 575/2013 shall be excluded.

“ CTA ” means the Corporation Tax Act 2009.

“ Dangerous Substance ” means any radioactive emissions, noise and any natural or artificial substance (in whatever form) the generation, transportation, storage,

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treatment, use or disposal of which (whether alone or in combination with any other substance) gives rise to a risk of causing harm to man or any other living organism or damaging the environment or public health or welfare, including (without limitation) any controlled, special, hazardous, toxic, radioactive or dangerous waste.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganisation, fraudulent transfer or conveyance, or similar debtor relief laws of the United States of America, England and Wales, France or other applicable jurisdictions at any time in effect and affecting the rights of creditors generally.

“ Default ” means an Event of Default or any event or circumstance specified in Clause 28 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“ Defaulting Lender ” means any Lender:

unless, in the case of paragraphs (a) and (c) above:

payment is made within three Business Days of its due date; or

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“ Designated Website ” has the meaning given to that term in Clause 25.5 ( Use of websites ).

“ Direction ” has the meaning given to that term in Clause 18.2 ( Tax gross-up ).

“ Discharged Rights and Obligations ” has the meaning given to that term in Clause 29.5 ( Procedure for transfer ).

“ Dispute ” has the meaning given to that term in Clause 47.1 ( Jurisdiction ).

“ Disruption Event ” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“ EBITDA ” means earnings before interest, income taxes, depreciation and amortization.

“ Effective Date ” means the date upon which all conditions precedent set out in Part I of Schedule 2 are satisfied or waived.

“EGR Letter” has the meaning given to that term in Clause 13.5 ( Effective Global Rate (Taux Effectif Global) ).

“ Eligible Subsidiary ” means (a) each Wholly-Owned Subsidiary of the Company incorporated or organised under the laws of the United States, France or the United Kingdom, and (b) any other Wholly-Owned Subsidiary of the Company which is approved by the Lenders in accordance with Clause 30.2(c) ( Additional Borrowers ).

“ Environmental Law ” means, in relation to any Obligor, any law or published regulation concerning or relating to (i) pollution or protection of the environment, (ii) the carriage or storage of Dangerous Substances or (iii) actual or threatened releases of Dangerous Substances.

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“ Environmental Licence ” means any permit, licence, authorisation, consent or other approval required by any Environmental Law.

“ EONIA ” means, in relation to any day:

and if, in either case, that rate is less than zero, EONIA shall be deemed to be zero.

“ EONIA Loans ” means Loans bearing interest based upon EONIA.

“ ERISA ” means the Employee Retirement Income Security Act of 1974 of the United States of America.

“ ERISA Group ” means the Borrowers, any Restricted Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrowers or any Restricted Subsidiary, are treated as a single employer under Section 414 of the Code.

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

“ EURIBOR Loans ” means Loans bearing interest based upon EURIBOR.

“ Event of Default ” means any event or circumstance specified as such in Clause 28 ( Events of Default ).

“ Exchange Act ” means the Securities Exchange Act of 1934 of the United States of America, as amended.

“ Existing Credit Facilities ” means:

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“ Existing Lender ” has the meaning given to that term in Clause 29 ( Changes to the Lenders ).

“ Expiry Date ” means, for a Letter of Credit, the last day of its Term.

“ Extension Date ” has the meaning given to that term in Clause 40.9 ( Extension Option ).

“ Facility ” means the Revolving Facility or the Swingline Facility and “ Facilities ” means both of them.

“ Facility Fee Rate ” means, for any day, the per annum rate set forth in the Pricing Grid under the heading “Facility Fee Rate”, based upon the ratings by S&P and Moody’s, respectively, applicable on such day to the Index Debt.

“ Facility Office ” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“ Fallback Interest Period ” means one month.

“ FATCA ” means:

“ FATCA Application Date ” means:

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

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“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“ FATCA Exempt Party ” means a Party that is entitled to receive payments free from any FATCA Deduction.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977 of the United States of America, as amended, and the rules and regulations thereunder.

“ Federal Funds Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate. For the avoidance of doubt, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Fee Letter ” means any letter or letters dated on or about 30 November 2016 between each Arranger and the Company (or the Agent and the Company) setting out any of the fees referred to in Clause 16 ( Fees ).

“ Finance Document ” means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter, the EGR Letter, the Company Accession Letter, any Increase Confirmation and any other document designated as such by the Agent and the Company.

“ Finance Party ” means the Agent, an Arranger, an Issuing Bank or a Lender.

“ First Currency ” has the meaning given to that term in Clause 20.1 ( Currency indemnity ).

“ FMCTI ” means FMC Technologies, Inc., a Delaware corporation.

“ French Borrower ” means any Borrower that is organized under the laws of the Republic of France.

“ French Obligor ” means any Obligor some or all of whose payments under the Finance Documents are from sources within France for French income tax purposes.

“ FSHCO ” means any US Entity (including a disregarded entity for US federal income tax purposes) that owns (directly or through its Subsidiaries) no material assets other than the equity interests or indebtedness of one or more Subsidiaries that are CFCs.

“ Funding Rate ” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 15.3 ( Cost of funds ) or Clause 8.7 ( Cost of funds – Swingline Facility ).

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means the government of any nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,

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regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Group ” means the Company and its Restricted Subsidiaries.

“ Guarantor ” means (a) an Original Guarantor or (b) an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 30 ( Changes to the Obligors ).

“ Historic Screen Rate ” means, in relation to any Loan, the most recent applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than 10 Business Days before the Quotation Day.

“ Holding Company ” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“ Impaired Agent ” means the Agent at any time when:

unless, in the case of paragraph (a) above:

“ Increase Confirmation ” means a confirmation substantially in the form set out in Schedule 13 ( Form of Increase Confirmation ).

“ Increase Lender ” has the meaning given to that term in Clause 2.2 ( Increase ).

“ Increased Costs ” has the meaning given to that term in Clause 19.1 ( Increased costs ).

“ Indebtedness ” of any person means, at any date, without duplication:

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“ Information Memorandum ” means the document in the form approved by the Company concerning the Group which, at the Company’s request and on its behalf, was prepared in relation to the transactions contemplated hereby and distributed by the Arrangers to selected financial institutions before the date of this Agreement.

“ Initial Availability Date ” means the date upon which all conditions precedent set out in Part II of Schedule 2 are satisfied or waived.

“ Insolvency Event ” in relation to a Finance Party or the Swingline Agent means that the Finance Party or the Swingline Agent:

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“ Interest Period ” means (a) in relation to a Revolving Facility Loan, each period determined in accordance with Clause 14 ( Interest Periods – Revolving Facility Loans ), (b) in relation to an Unpaid Sum, each period determined in accordance with Clause 13.3 ( Default interest ) and (c) in relation to a Swingline Loan, seven Business Days.

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“ Interpolated Historic Screen Rate ” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

each for the currency of that Loan and each of which is as of a day which is no more than 10 Business Days before the Quotation Day.

“ Interpolated Screen Rate ” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

each as of the Specified Time for the currency of that Loan.

“ Investment ” means any investment by any person (the “ Investor ”) in any other person (the “ Investee ”), whether by means of share purchase, capital contribution, loan, time deposit, incurrence of guarantee obligation or otherwise, provided that neither (a) an item reflected in the financial statements of the Investor as an expense; nor (b) an adjustment to the carrying value of the Investee in the financial statements of the Investor (by reason of increased retained earnings of the Investee or otherwise) shall constitute the making or acquisition of an Investment for the purposes of this Agreement.

“ IRS ” means the Internal Revenue Service of the United States of America.

“ Issuing Bank ” means each Party identified above as an issuing bank and any Party which has become an Issuing Bank pursuant to Clause 7.8 ( Appointment of additional Issuing Banks ), other than any such Party that has ceased to be an Issuing Bank pursuant to Clause 2.2(b)(iii)(B) (and if there is more than one such Party, such Parties shall be referred to, whether acting individually or together, as the “ Issuing Bank ”) provided that , in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the “ Issuing Bank ” shall be the Issuing Bank which has issued or has been requested to issue that Letter of Credit.

“ ITA ” means the Income Tax Act 2007.

“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or

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administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law but if not having the force of law, with which participants in the relevant market are accustomed to comply.

“ L/C Proportion ” means, in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Revolving Facility Commitment to the Available Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.

“ LC Commitment ” means, for each Issuing Bank, the amount set forth in Part III of Schedule 1 opposite such Issuing Bank’s name, or in the case of any Lender that becomes an Issuing Bank after the Effective Date as contemplated by Clause 7.8 ( Appointment of additional Issuing Banks ), the amount set forth in the notice provided by such Lender to the Agent and the Company in accordance with Clause 7.8 ( Appointment of additional Issuing Banks ).

“ LC Revaluation Date ” means, in the case of a Letter of Credit denominated in an Optional Currency or Other Currency, each date that occurs at intervals of six months after that Letter of Credit is issued.

“ Lender ” means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“ Lender Notice Date ” has the meaning given to that term in Clause 40.9 ( Extension Option ).

“ Letter of Credit ” means:

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and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

“ LIBOR Loans ” means Loans bearing interest based upon the Adjusted LIBOR Rate.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, security interest or encumbrance of any kind in respect of such asset. For the purpose of this Agreement, a Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ LMA ” means the Loan Market Association.

“ Loan ” means a Revolving Facility Loan (including without limitation, ABR Loans, EONIA Loans, LIBOR Loans and EURIBOR Loans) or a Swingline Loan.

“ Loss Sharing Date ” has the meaning given to that term in Clause 8.11 ( Loss sharing ).

“ Majority Lenders ” means Lenders holding more than 50% of the aggregate amount of the Revolving Facility Loans, participations in Letters of Credit, Swingline Loans and unused Commitments.

“ Material Adverse Effect ” means any material adverse effect on:

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit) or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Restricted Subsidiaries in an aggregate principal amount exceeding $250,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Material Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Material Subsidiary ” means, at any time:

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For this purpose:

provided that (i) if, in the aggregate, the total assets of all Restricted Subsidiaries that would not constitute Material Subsidiaries exceeds 20% of the consolidated total assets of the Group or (ii) if the consolidated EBITDA of all Restricted Subsidiaries that would not constitute Material Subsidiaries exceeds 20% of the consolidated EBITDA of the Group, then the Company shall designate sufficient Restricted Subsidiaries as “Material Subsidiaries” to eliminate such condition, such designation to occur not later than 30 days after the delivery pursuant to Clause 25.1 ( Financial Statements ) of financial statements of the Company for the period during which the condition requiring such designation first existed (and if the Company shall fail to designate such Restricted Subsidiaries by such time, one or more Restricted Subsidiaries shall for all purposes of this Agreement automatically be deemed to be

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Material Subsidiaries in descending order based on the value of their total assets or EBITDA (on a consolidated basis if the Restricted Subsidiary itself has subsidiaries) until such excess has been eliminated).

If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate of the auditors of the Company will, in the absence of manifest error, be conclusive.

“ Maturity Date ” means the fifth anniversary of the Initial Availability Date or such later date determined in accordance with Clause 40.9 ( Extension Option ).

“ Merger ” means, collectively, (i) the merger of Technip with the Company, with the Company continuing as the surviving company (the “ Technip Merger ”), (ii) immediately following the Technip Merger, the merger of FMCTI with a wholly-owned indirect subsidiary of the Company, with FMCTI continuing as the surviving company (the “ FMCTI Merger ”), and (iii) before the closing of the Technip Merger and the FMCTI Merger, the re-registration of the Company as TechnipFMC plc, a public limited company organised under the laws of England and Wales.

“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last month of any period.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor to the ratings agency business thereof.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five years made contributions, including for these purposes any person which ceased to be a member of the ERISA Group during such five year period.

“ New Lender ” has the meaning given to that term in Clause 29.1 ( Assignments and transfers by the Lenders ).

“ Non-Acceptable L/C Lender ” means a Lender which:

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“ Non-Extending Lender ” has the meaning given to that term in Clause 40.9 ( Extension Option ).

“ Non-U.S. Lender ” has the meaning given to that term in Clause 18.8 ( FATCA Information ).

“ NYFRB ” means the Federal Reserve Bank of New York.

“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. (New York City time) on such day received by the Agent from a federal funds broker of recognised standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Obligor ” means a Borrower or a Guarantor.

“ Original Borrowers ” has the meaning given to that term in the Recitals.

“ Optional Currency ” means euro or sterling.

“ Original Guarantors ” has the meaning given to that term in the Recitals.

“ Original Lenders ” has the meaning given to that term in the Recitals.

“ Original Obligor ” means an Original Borrower or an Original Guarantor.

“ Original Swingline Lender ” means an Original Lender listed in Part IIB of Schedule 1 ( The Original Parties ) as a swingline lender.

“ Other Currency ” means any currency other than USD, euro or sterling.

“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.–managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website at any time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

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“ Overnight LIBOR ” means, in relation to any day, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for sterling and an overnight period displayed on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) as of 11:00 a.m. London time on that day or if such rate is not available, the Interpolated Screen Rate at approximately 11:00 a.m. London time on such day; provided that if that rate is less than zero, Overnight LIBOR shall be deemed to be zero.

“ Paper Form Lender ” has the meaning given to that term in Clause 25.5 ( Use of websites ).

“ Participating Member State ” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“ Party ” means a party to this Agreement.

“ Paying Party ” has the meaning given to that term in Clause 34.5 ( Impaired Agent ).

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted JV ” shall mean any Subsidiary which is a joint venture company (a) in which members of the Group own 50% or less of the issued share capital of that joint venture company or (b) that has been established for the purpose of acquiring a single asset or class of assets.

“ Permitted JV Indebtedness ” shall mean any Indebtedness owed by a Permitted JV and in respect of which no other member of the Group (other than another Permitted JV) has granted any guarantee or other financial assurance of any kind or is otherwise liable in any respect.

“ Permitted Securitisation ” means any transaction or series of transactions entered into by a member of the Group for the securitisation of receivables in the ordinary course of business provided that the provider(s) of any Indebtedness which is incurred in relation thereto shall have no recourse against any member of the Group or its assets (other than a special purpose Subsidiary with no assets other than the receivables and related security which are the basis for such Indebtedness), other than limited recourse customary for receivables securitisation transactions of the same kind.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a Borrower or any member of the ERISA Group is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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“ Pricing Grid ” means:

Provided always that, for purposes of the foregoing:

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“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. (for so long as it is the Agent) or any successor administrative agent appointed pursuant to Clause 31.12 ( Resignation of the Agent ) as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced by such Person as being effective.

“ Proposed Additional Borrower ” has the meaning given to that term in Clause 30.2 ( Additional Borrowers ).

“ Qualification ” means, with respect to any certificate covering financial statements, a qualification to such certificate (such as a “ subject to ” or “ except for ” statement therein):

provided that neither of the following shall constitute a Qualification:

“ Qualifying Lender ” has the meaning given to it in Clause 18.1 ( Definitions ).

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“ Quotation Day ” means, in relation to any period for which an interest rate is to be determined:

unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“ Rating ” means the rating of the Index Debt by S&P and Moody’s.

“ Recipient ” has the meaning given to that term in Clause 18.7 ( VAT ).

“ Recipient Party ” has the meaning given to that term in Clause 34.5 ( Impaired Agent ).

“ Recovered Amount ” has the meaning given to that term in Clause 33.1 ( Payments to Finance Parties ).

“ Recovering Finance Party ” has the meaning given to that term in Clause 33.1 ( Payments to Finance Parties ).

“ Redistributed Amount ” has the meaning given to that term in Clause 33.4 ( Reversal of redistribution ).

“ Reference Banks ” means the banks appointed from time to time by the Agent in consultation with the Company. For the avoidance of doubt, no bank may be appointed as a Reference Bank without its consent.

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:

the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or

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“ Related Fund ” in relation to a fund (the “ first fund ”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“ Relevant Market ” means, in relation to euro, the European interbank market and in relation to any other currency, the London interbank market.

“ Relevant Obligations ” has the meaning given to that term in Clause 29.6 ( Procedure for Assignment ).

“ Relevant Party ” has the meaning given to that term in Clause 18.7 ( VAT ).

“ Renewal Request ” means a written notice delivered to the Agent in accordance with Clause 7.6 ( Renewal of a Letter of Credit ).

“ Repeating Representations ” means:

“ Representative ” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“ Resignation Letter ” means a letter substantially in the form set out in Schedule 7 ( Form of Resignation Letter ).

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“ Restricted Lender ” means each Lender that has delivered a Restricted Lender Notice to the Agent.

“ Restricted Lender Notice ” means a written notice from any Lender to the Agent notifying the Agent that the application of any Sanctions Provisions for the benefit of such Lender would have the effect of violating any Anti-Boycott Regulations by such Lender. Any such notice must specifically identify the Anti-Boycott Regulations to which the notice relates.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any equity interest or other security of a Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interest or other security or of any option, warrant or other right to acquire any such equity interest or other security.

“ Restricted Subsidiary ” means any Subsidiary other than an Unrestricted Subsidiary.

“ Responsible Officer ” of any Obligor means any of the following officers of such Obligor: the chief executive officer, the president, the chief financial officer, the treasurer, or any executive vice president, senior vice president or general manager.

“ Revaluation Date ” means each of the following: (a) each LC Revaluation Date, (b) each Revolving Facility Loan Revaluation Date, (c) if an Event of Default has occurred and is continuing, each date that the Agent shall reasonably determine or the Majority Lenders shall reasonably require as a result of fluctuations in the relevant currency exchange rates and (d) if the Available Revolving Facility (calculated without giving effect to any outstanding Swingline Loans) is less than 20% of the Total Commitments, each date that the Agent shall reasonably determine or the Majority Lenders shall reasonably require (but in any event no more often than once per month) as a result of fluctuations in the relevant currency exchange rates.

“ Revaluation Deficiency ” has the meaning given to that term in Clause 12.8 ( Prepayment as a result of Revaluations ).

“ Revolving Facility ” means the revolving loan facility made available under this Agreement as described in Clause 2 ( The Revolving Facility ).

“ Revolving Facility Commitment ” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

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“ Revolving Facility Loan ” means a loan made or to be made under the Revolving Facility or the principal amount outstanding at any time of that loan.

“ Revolving Facility Loan Revaluation Date ” means, in the case of a Specified Revolving Facility Loan, each date that occurs at intervals of six months after the Utilisation Date of that Loan.

“ Rollover Loan ” means one or more Revolving Facility Loans:

“ S&P ” means Standard & Poor’s Ratings services, a division of McGraw-Hill Financial, Inc, or any successor to the ratings agency business thereof.

“ Sanctioned Countries ” has the meaning given to that term in Clause 24.19 ( FCPA and sanctions ).

“ Sanctioned Persons ” has the meaning given to that term in Clause 24.19 ( FCPA and sanctions ).

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the US government, including those administered by the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State or (b) the United Nations Security Council, the European Union, the United Kingdom, the Republic of France, or any other relevant sanctions authority.

“ Sanctions Provisions ” means the Sanctions Representations and the Sanctions Undertakings.

“ Sanctions Representations ” means the representations and warranties relating to Sanctions contained in paragraphs (b), (c), (d) and (e) of Clause 24.19 ( FCPA and sanctions ).

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“ Sanctions Undertakings ” means the undertakings relating to Sanctions contained in paragraph (a) of Clause 27.17 ( Use of Proceeds ) and in Clause 27.20 ( Anti-corruption laws and Sanctions ).

“ Screen Rate ” means the rate for LIBOR, EURIBOR, Overnight LIBOR and/or EONIA in the case of LIBOR Loans, EURIBOR Loans and/or EONIA Loans, as applicable, each as published on the relevant Thomson Reuters screen or on the appropriate page of such other information service which publishes that rate at any time in place of Thomson Reuters. If such page or service or calculation methodology ceases to be available, the Agent may specify another page or service or methodology displaying the relevant rate or facilitating the relevant calculation after consultation with the Company.

“ SEC ” means the United States Securities and Exchange Commission.

“ Second Currency ” has the meaning given to that term in Clause 20.1 ( Currency indemnity ).

“ Separate Loan ” has the meaning given to that term in Clause 11.1(c) ( Repayment of Revolving Facility Loans ).

“ Sharing Finance Parties ” has the meaning given to that term in Clause 33.2 ( Redistribution of payments ).

“ Sharing Payment ” has the meaning given to that term in Clause 33.1 ( Payments to Finance Parties ).

“ Specified Obligor ” means each Obligor that guarantees all the obligations of all of the Borrowers under Clause 23 ( Guarantee and Indemnity ). For the avoidance of doubt, no French Borrower, no CFC Entity and no FSHCO shall be a Specified Obligor.

“ Specified Revolving Facility Loan ” means a Revolving Facility Loan denominated in an Optional Currency with an Interest Period longer than six months.

“ Specified Time ” means a day or time determined in accordance with Schedule 11 ( Timetables ).

“ Spot Rate of Exchange ” means the spot rate of exchange for the purchase of the relevant currency published by the European Central Bank at or about 11:00 a.m. on a particular day.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board. LIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the

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Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subsidiary ” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 or an entity or person of which another person has direct or indirect control or owns directly or indirectly owns or controls more than fifty per cent. of the voting capital or rights or similar right of ownership. Unless the context otherwise clearly requires, references in this Agreement to a “Subsidiary” or “Subsidiaries” refer to a Subsidiary or the Subsidiaries of the Company.

“ Subsidiary Borrower ” means each Borrower other than, from and after the Initial Availability Date, the Company.

“ Sum ” has the meaning given to that term in Clause 20.1 ( Currency indemnity ).

“ Supplier ” has the meaning given to that term in Clause 18.7 ( VAT ).

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Restricted Subsidiaries shall be a Swap Agreement.

“ Swingline Agent ” means any Affiliate of the Agent through which the Agent performs its duties in respect of the Swingline Facility pursuant to Clause 8.9 ( Swingline Agent ).

“ Swingline Commitment ” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“ Swingline Facility ” means the swingline loan facility made available under this Agreement as described in Clause 6 ( Utilisation – Swingline Loans ).

“ Swingline Lender ” means:

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which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“ Swingline Loan ” means a loan made or to be made under the Swingline Facility or the principal amount outstanding at any time of that loan.

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“ TARGET Day ” means any day on which TARGET2 is open for the settlement of payments in euro.

“ Tax ” means any tax, levy, impost, deduction, assessment, fee, duty or other charge or withholding (including backup withholding) of a similar nature (including any penalty, additions to tax or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ Tax Deduction ” has the meaning given to that term in Clause 18.1 ( Definitions ).

“ Technip ” means Technip S.A., a company incorporated under the laws of France with its registered office at 89 avenue de la Grande Armée, 75116 Paris, France, registered with the Trade and Companies Registry of Paris under number 589 803 261.

“ Technip Eurocash ” means Technip Eurocash SNC, a company incorporated under the laws of France as a société en nom collectif with its registered office at 89 avenue de la Grande Armée, 75116 Paris, France, registered with the Trade and Companies Registry of Paris under number 428 574 248 and whose partners ( associés ) are Technip (becoming the Company after the Merger) and Technip Offshore International.

“ Term ” means, with respect to any Letter of Credit, the period determined under this Agreement for which the Issuing Bank is under a liability under such Letter of Credit.

“ Third Parties Act ” has the meaning given to that term in Clause 1.4 ( Third party rights ).

“ Total Capitalisation ” means, at any date, the sum of Total Indebtedness (determined at such date) plus Consolidated Net Worth (determined as at the end of the most recent fiscal quarter of the Company for which financial statements pursuant to Clause 25.1 ( Financial statements ) have been delivered).

“ Total Capitalisation Ratio ” means, as of any date of calculation, the ratio (expressed as a percentage) of Total Indebtedness outstanding on such date to Total Capitalisation as of such date.

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“ Total Capitalisation Ratio Effective Date ” means the date on which the financial statements of the Company and its Subsidiaries for the financial quarter ending 31 March 2017 have been delivered to the Agent.

“ Total Commitments ” means the aggregate Revolving Facility Commitments, being $2,500,000,000 at the date of this Agreement.

“ Total Indebtedness ” means, as of any date of calculation, the aggregate amount of Indebtedness of the Company and its Consolidated Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

“ Total Swingline Commitments ” means a portion of the Total Commitments not in excess of $500,000,000 in aggregate at any time.

“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate ) or any other form agreed between the Agent and the Company.

“ Transfer Date ” means, in relation to an assignment or a transfer, the later of:

“ UK ” means the United Kingdom of Great Britain and Northern Ireland.

“ UK Obligor ” means any Obligor some or all of whose payments under the Finance Documents are from sources within the UK for UK income tax purposes.

“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“ Unrestricted Subsidiary ” means:

so long as, in the case of any such Subsidiary described in clause (a) or clause (b) above, such Subsidiary does not hold any capital stock in, or any Indebtedness of, the Company or any Restricted Subsidiary.

If at any time any Unrestricted Subsidiary fails to meet the preceding requirements to be an Unrestricted Subsidiary, it shall thereafter be a Restricted Subsidiary for purposes of this Agreement and any Indebtedness, Liens and Investments of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness, Liens or Investments are not permitted to be incurred as of

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such date hereunder (including under Clause 27.8 ( Investments in Unrestricted Subsidiaries )), the Company shall be in default of the applicable covenant.

“ U.S. Tax Compliance Certificate ” has the meaning given to that term in Clause 18.8 ( FATCA Information ).

“ US ” means the United States of America.

“ US Entity ” means any entity organized under the laws of any jurisdiction within the United States.

“ US Tax Obligor ” means:

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107 56 (signed into law on 26 October 2001)) of the United States of America.

“ Utilisation ” means a Loan or a Letter of Credit.

“ Utilisation Date ” means the date of a Utilisation, being the date on which a Loan is to be made or the relevant Letter of Credit is to be issued.

“ Utilisation Request ” means a notice substantially in the relevant form set out in Part I of Schedule 3 ( Utilisation Requests ):

“ VAT Group ” means a group for VAT purposes under any applicable law implementing Article 11 of Directive 2006/112/EC, or other similar group in another jurisdiction.

“ Website Lenders ” has the meaning given to that term in Clause 25.5 ( Use of websites ).

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“ Wholly-Owned Subsidiary ” of a Person means any Subsidiary of which all issued and outstanding capital stock (excluding directors’ qualifying shares or similar jurisdictional requirements) is directly or indirectly owned by such Person.

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and the amount by which a Letter of Credit is repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover, reduction or cancellation.

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“ $ ”, “ USD ” and “ dollars ” denote the lawful currency of the United States of America “ £ ”, “ GBP ” and “ sterling ” denote the lawful currency of the United Kingdom and “ €  ”, “ EUR ” and “ euro ” denote the single currency of the Participating Member States.

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SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a multicurrency Revolving Facility in an aggregate amount equal to the Total Commitments.

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No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ participation ) if on the date of the Utilisation Request and on the proposed Utilisation Date:

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SECTION 3

UTILISATION

A Borrower may utilise the Revolving Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

and, in any event the Base Currency Amount of any proposed Revolving Facility Loan shall be less than or equal to the Available Revolving Facility.

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do not apply to Swingline Loans.

Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the extent that it would not result in the Base Currency Amount of its participation in such Swingline Loans exceeding its Swingline Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Base Currency Amount of the participations of the Lender acting as such Swingline Lender in all other outstanding Utilisations, may exceed the amount of such Lender’s Revolving Facility Commitment; provided that after giving effect to any Swingline Loan, the Base Currency Amount of all outstanding Utilisations shall not exceed the Total Commitments.

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Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

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If the amount of any Letter of Credit is wholly or partly reduced or is repaid or prepaid or it expires prior to its Expiry Date, the relevant Issuing Bank and the Borrower that requested the issue of that Letter of Credit shall promptly notify the Agent of the details upon becoming aware of them.

Any Lender which has agreed to the Company’s request to be an Issuing Bank pursuant to the terms of this Agreement shall become an Issuing Bank for the purposes of this Agreement upon notifying the Agent and the Company that it has so agreed to be an Issuing Bank and specifying its LC Commitment, and on making that notification that Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and the other Finance Documents.

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Subject to the terms of this Agreement, the Swingline Lenders make available to the Borrowers a swingline loan facility in an aggregate amount equal to the Total Swingline Commitments. A Swingline Loan may be denominated in euro or dollars.

Each Borrower shall apply all amounts borrowed by it under the Swingline Facility for any purpose referred to in or contemplated by Clause 3.1 ( Purpose ). A Swingline Loan may not be applied in repayment or prepayment of another Swingline Loan.

Each Borrower that has drawn a Swingline Loan shall repay that Swingline Loan on the last day of its Interest Period; provided that, notwithstanding anything to the contrary herein, on each date that a Revolving Facility Loan is made, the Borrowers shall repay all Swingline Loans then outstanding (it being understood that no Break Costs shall be payable by any Borrower in connection with any such repayment).

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If no Screen Rate is available for EONIA for any day, the applicable EONIA for that day shall be the most recent applicable Screen Rate which is as of a day which is no more than 5 Business Days before that day, and if such Screen Rate is unavailable, Clause 8.7 ( Cost of funds – Swingline Facility ) shall apply.

Each Swingline Loan has one Interest Period only.

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If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested the issue of that Letter of Credit shall repay or prepay that amount immediately.

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and in the currency of that Letter of Credit to an interest-bearing account held in the name of that Lender with that Issuing Bank.

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and an indication in Schedule 1 ( The Original Parties ) in a Transfer Certificate, in an Assignment Agreement or in an Increase Confirmation to that effect will constitute a notice under paragraph (i) above to the Agent and, upon delivery in accordance with Clause 29.7 ( Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company ), to the Company.

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and that Issuing Bank shall pay that amount to the Lender within 10 Business Days of that Lender’s request (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged).

then that Borrower shall provide such cash cover within 3 Business Days of the notice referred to in paragraph (b) above.

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and that Issuing Bank shall pay that amount to that Borrower within 10 Business Days of that Borrower’s request.

No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 9.

If it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit or it becomes unlawful for any Affiliate of an Issuing Bank for that Issuing Bank to do so, then:

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A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Utilisation in a Utilisation Request.

If before the Specified Time on any Quotation Day:

the Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 10.2 will be required to participate in the Revolving Facility Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Revolving Facility Loan denominated in the Base Currency during that Interest Period.

Each Lender’s participation in a Revolving Facility Loan will be determined in accordance with paragraph (b) of Clause 5.4 ( Lenders’ participation ).

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

the aggregate amount of the new Revolving Facility Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Revolving Facility Loan so that:

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If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

Subject to the provisions of Clause 27.18 ( Soci é t é en nom collectif ), if at any time during the term of this Agreement (i) either Technip (becoming the Company pursuant to the Merger) or Technip Offshore International ceases to be a partner ( associ é ) of Technip Eurocash, or (ii) Technip Eurocash ceases to be a soci é t é en nom collectif governed by French law, otherwise than as a result of change of law:

If any person or group of persons acting in concert gains more than 50% of the voting rights of the Company:

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For the purposes of this Clause 12.3, “ acting in concert ” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition and/or ownership of voting shares in the Company, to obtain or consolidate control (directly or indirectly) of the Company, provided that the persons voting in the same or consistent manner at any general meeting of the Company will not be considered to be acting in concert by virtue only of exercising their votes in such manner.

The Company may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum Base Currency Amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof) of the Available Revolving Facility or the Available Swingline Facility. Any cancellation under this Clause 12.4 shall reduce the Commitments of the Lenders rateably under that Facility.

The Borrower to which a Revolving Facility Loan has been made may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Revolving Facility Loan (but if in part, being an amount that reduces the Base Currency Amount of the Revolving Facility Loan by a minimum Base Currency Amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof).

The Borrower to which a Letter of Credit Utilisation has been made may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Letter of Credit Utilisation (but if in part, being an amount that reduces the Base Currency Amount of the Letter of Credit Utilisation by a minimum Base Currency Amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof).

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the Company may, on five Business Days’ prior notice to the Agent and that Lender:

(A)    other than in the case of a Non-Extending Lender, give the Agent notice of cancellation of the Commitment(s) of that Lender and of any Affiliate of that Lender which is a Swingline Lender and its intention to procure the repayment of that Lender’s and any such Affiliate’s participation in the Loans and Letters of Credit; or

(B)    replace that Lender (together with any Affiliate of that Lender) by requiring that Lender and that Affiliate to (and, to the extent permitted by law, that Lender and that Affiliate shall) transfer pursuant to Clause 29 ( Changes to the Lenders ) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Company and which confirms its willingness to assume and does assume all the obligations of the transferring Lender and transferring Affiliate in accordance with Clause 29 ( Changes to the Lenders ) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s and such Affiliate’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees (to the extent that the Agent has not given a notification under Clause 29.9 ( Pro rata interest settlement )), Break Costs and other amounts payable in relation thereto under the Finance Documents.

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If, as a result of any adjustment to the Base Currency Amount of any Utilisations on any Revaluation Date pursuant to Clause 10.4 ( Revaluation of Utilisations ), the Base Currency Amount of the Utilisations exceeds the Total Commitments (a “ Revaluation Deficiency ”) and the Revaluation Deficiency continues for at least three consecutive Business Days, the relevant Borrowers shall, if requested by the Agent, ensure that within five Business Days thereafter sufficient Utilisations are prepaid (including by way of repayment or prepayment of Swingline Loans) to eliminate the Revaluation Deficiency.

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Any prepayment of a Utilisation pursuant to Clause 12.5 ( Voluntary prepayment of Revolving Facility Loans ) or 12.6 ( Voluntary prepayment of Letter of Credit Utilisation ) shall be applied pro rata to each Lender’s participation in that Utilisation.

SECTION 5

COSTS OF UTILISATION

The Borrower to which a Revolving Facility Loan has been made shall pay accrued interest on that Revolving Facility Loan as follows:

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Any interest accruing under this Clause 13.3 shall be immediately payable by the Obligor on demand by the Agent.

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For the purposes of articles L. 314-1 and seq. and articles R. 314-1 and seq of the French Code de la consommation and article L. 313-4 of the French Code monétaire et financier :

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR or EURIBOR for that shortened Interest Period shall be determined pursuant to the relevant definition.

the applicable LIBOR or EURIBOR shall be the Historic Screen Rate for that Loan.

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If before the close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed fifty per cent of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR or EURIBOR or EONIA then Clause 15.3 ( Cost of funds ) shall apply to that Loan for the relevant Interest Period.

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The Borrowers undertake, on a joint and several basis, to pay to the Agent for the account of each Lender, a ticking fee calculated at a per annum rate equal to 0.125% of the Revolving Facility Commitment of such Lender during the period from and including the date that is 90 days after the Effective Date to but excluding the earlier of (i) the Initial Availability Date and (ii) 30 June 2017 or such earlier date on which such Commitments terminate. Ticking fees accrued to and including 30 June 2017 shall be payable in arrears in dollars on 30 June 2017, provided that all accrued and unpaid ticking fees shall be payable on the Initial Availability Date. Ticking fees shall be computed on the basis of a year of 365 or 366 days, as applicable, and shall be payable for the actual number of days elapsed during the relevant calculation period (including the first day but excluding the last day).

The Arrangers and the Agent will receive such other fees as agreed in any fee letters among them and the Company and/or the Borrowers.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

The Company shall have no liability to pay any amounts due under this Agreement until the date on which it becomes an Additional Borrower and Guarantor under this Agreement by executing and delivering the Company Accession Letter.

“ Borrower DTTP Filing ” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant UK Obligor, which:

“ Non-Cooperative Jurisdiction ” means a non-cooperative state or territory ( Etat ou territoire non-coopératif ) as set out in the list referred to in Article 238-0 A of the French Code général des impôts as such list may be amended from time to time.

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“ Protected Party ” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“ Qualifying Lender ” means:

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“ Tax Confirmation ” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

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“ Tax Payment ” means either the increase in a payment made by an Obligor to a Finance Party under Clause 18.2 ( Tax gross-up ) or a payment under Clause 18.3 ( Tax indemnity ).

“Treaty Lender ” means a Lender which:

but if a Lender is:

the US LLC Lender shall be regarded as a “Treaty Lender” at any time if at that time the US Corporation which wholly owns (directly or indirectly) the US LLC Lender would fall within the definition of a “Treaty Lender” if it were itself a Lender.

“ Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with the relevant Obligor’s jurisdiction of tax residence which makes provision for full exemption from tax imposed by that jurisdiction on payments made under the Finance Documents, subject to the completion of any necessary procedural formalities.

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“ UK Non-Bank Lender ” means, where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.

“ U.S. Person ” means any person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

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provided that the exclusion for changes after the date a Lender became a Lender under this Agreement in Clause 18.2(d)(i) above shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Lender if such Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a jurisdiction being a Non-Cooperative Jurisdiction.

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and, having done so, that Lender shall be under no further obligation pursuant to paragraph (g)(i) above in relation to payments from any UK Obligor.

and in each case, the UK Obligor has notified that Lender in writing, that Lender and the UK Obligor shall co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.

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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

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If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

If a New Lender or an Increase Lender fails to indicate its status in respect of the UK or France in accordance with this Clause 18.5 then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender in the relevant jurisdiction until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of a Lender to comply with this Clause 18.5.

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The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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