Issuing And Paying Agency Agreement

Exhibit 10.12


ISSUING AND PAYING AGENCY AGREEMENT


This Agreement is made as of the 3 rd day of January, 2004 by and between FMC Technologies, Inc. (the " Issuer" ) and Wells Fargo Bank, National Association (the " Agent" ).

WHEREAS , at Issuer' s request, Wells Fargo Bank, National Association (the " Bank" ) has agreed to act as Agent for Issuer as of the date hereof specified herein in connection with one or more " Commercial Paper Programs" (as that term is defined in this Agreement) established by the Issuer from time to time; and


WHEREAS , the parties hereto desire to enter into this Agreement to memorialize the terms and conditions pursuant to which the Bank shall act as Agent for a Commercial Paper Program.


NOW THEREFORE , in consideration of the foregoing and the terms and conditions provided for in this Agreement, the parties hereto agree as follows:

1. APPOINTMENT AND ACCEPTANCE

The Issuer hereby appoints Agent as its issuing and paying agent in connection with the issuance from time to time and payment of certain short-term promissory notes of the Issuer (the " Notes" ) in connection with Commercial Paper Programs established by the Issuer, as more fully described herein, and Agent agrees to act as such agent upon the terms and conditions contained in this Agreement.

2. COMMERCIAL PAPER PROGRAMS

The Issuer may establish one or more commercial paper programs (a " Commercial Paper Program" ) for the issuance of Notes under this Agreement by delivering to Agent a completed program schedule (the " Program Schedule" ), with respect to each such program. Agent has given the Issuer a copy of the current form of Program Schedule and the Issuer shall complete and return its first Program Schedule to Agent prior to or simultaneously with the execution of this Agreement. In the event that any of the information provided in, or attached to, a Program Schedule shall change, the Issuer shall promptly inform Agent of such change in writing.

3. NOTES

a. All Notes issued by the Issuer under this Agreement pursuant to a Commercial Paper Program shall be promissory notes having a maturity, at the time of issuance and upon any renewal thereof, not exceeding 365 days, and shall be exempt from the registration requirements of the Securities Act of 1933, as amended, as indicated on the Program Schedules, and from applicable state securities laws. The Notes may be placed by dealers (the " Dealers" ) pursuant to Section 4 hereof. The Notes shall be issued in book-entry form as provided in sub-paragraph (b) below.

b. The Notes shall not be issued in physical form, but their aggregate face amount shall be represented by a master note (the " Master Note" ) in the form of Exhibit A executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company (" DTC" ). Agent shall maintain the Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Notes shall be subject to DTC' s rules and procedures, as amended from time to time. Agent shall not be liable or responsible for sending transaction statements of any kind to DTC' s participants or the beneficial owners of the Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes. In connection with DTC' s program, the Issuer understands that as one of the conditions of its participation therein it shall be necessary for the Issuer and Agent to enter into a Letter of Representations, in the form of Exhibit B hereto, and for DTC to receive and accept such Letter of Representations. In accordance with DTC' s program, the Issuer shall obtain from the CUSIP Service Bureau a written list of CUSIP numbers for the Notes, and shall deliver such list to DTC and to Agent. The CUSIP Service Bureau shall bill the Issuer directly for the fee or fees payable for the list of CUSIP numbers for the Notes. 4. AUTHORIZED REPRESENTATIVES

The Issuer shall deliver to Agent a duly adopted corporate resolution from the Issuer' s Board of Directors authorizing the issuance of Notes under each program established pursuant to this Agreement and a certificate of incumbency, with specimen signatures attached, of those officers, employees and agents, including, without limitation, any Dealers of the Issuer authorized to take certain actions with respect to the Notes as provided in this Agreement (each such person is hereinafter referred to as an " Authorized Representative" ). Until Agent receives any subsequent incumbency certificates of the Issuer, Agent shall be entitled to rely on the last incumbency certificate delivered to it for the purpose of determining the Authorized Representatives.

5. ISSUANCE INSTRUCTIONS TO AGENT; PAYMENT OF PURCHASE PRICE FOR NOTES

The Issuer understands that all instructions under this Agreement are to be directed to Agent' s Corporate Trust Operations Department, and may be given in writing or by telephone, provided a written confirmation of such telephonic instructions is delivered to Agent' s Corporate Trust Operations Department by electronic mail, courier, facsimile transmission, tested telex, or some equally prompt means no later than two hours after Agent' s receipt of such telephonic instructions. In the event that a discrepancy exists between a telephonic instruction and a written confirmation, the telephonic instruction will be deemed the controlling and proper instruction. Agent may electronically record any conversations made pursuant to this Agreement, and the Issuer hereby consents to such recordings. All issuance instructions regarding the Notes must be received by 12 noon, Minneapolis, Minnesota time, in order for the Notes to be issued or


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delivered on the same day. Upon receipt of issuance instructions from the Issuer or its Dealers with respect to the Notes, Agent shall transmit such instructions to DTC and direct DTC to cause appropriate entries of the Notes to be made in accordance with DTC' s applicable rules, regulations and procedures for book-entry commercial paper programs. Agent shall assign CUSIP numbers to the Notes to identify the Issuer' s aggregate principal amount of outstanding Notes in DTC' s system, together with the aggregate unpaid interest (if any) on such Notes. Promptly following DTC' s established settlement time on each issuance date, Agent shall access DTC' s system to verify whether settlement has occurred with respect to the Notes. Prior to the close of business on such business day, Agent shall deposit immediately available funds in the amount of the proceeds due the I ...