Exhibit 10.1

Flowserve B.V. and Flowserve Corporation
First Amendment To Letter of Credit Agreement

This First Amendment to Letter of Credit Agreement (the “Amendment” ) is entered into as of September 11, 2008, by and among Flowserve Corporation , a New York corporation (the “Guarantor” ), Flowserve B.V., a company organized and existing under the laws of the Netherlands, and other Subsidiaries of the Guarantor party hereto (collectively, including the Guarantor, the “Applicants” and individually, an “Applicant” ), the financial institutions party hereto (collectively, the “Lenders” and individually, a “Lender” ), and ABN AMRO Bank N.V., a public company with limited liability organized and existing under the laws of the Netherlands , as an Issuing Bank and as Administrative Agent.

Preliminary Statements

A. The Applicants, the Lenders, ABN AMRO Bank N.V., as an Issuing Bank and as Administrative Agent, are party to a Letter of Credit Agreement, dated as of September 14, 2007 (as such agreement may be amended, supplemented and otherwise modified from time to time, the “Letter of Credit Agreement” ). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Letter of Credit Agreement.

B. The Applicants, the Lenders, and ABN AMRO Bank N.V., as an Issuing Bank and as Administrative Agent, have agreed to amend the Letter of Credit Agreement under the terms and conditions set forth in this Amendment.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments .

Upon satisfaction of the conditions precedent set forth in Section 2 hereof, the Letter of Credit Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Section 1.1. Amended Definitions. The definitions of “Applicable Margin” , “Termination Date” and “Total Commitments” set forth in Article 1 of the Letter of Credit Agreement are hereby amended and restated in their entirety to read as follows:

“Applicable Margin” shall mean, for any day, with respect to Letters of Credit, the Unused Commitment Fee, or any unreimbursed L/C Disbursements, the applicable margin set forth below under the corresponding caption, in each case, based upon the Leverage Ratio as of the relevant date of determination:

; provided that, on and after any date subsequent to the First Amendment Effective Date that the Guarantor has received a rating from Moody’s of Ba1 for its Corporate Family Rating and a rating from S&P of BB+ for its Corporate Credit Rating, then each percentage expressed in the foregoing pricing grid with respect to Letters of Credit and unreimbursed l/c disbursements shall be automatically reduced by .125%.

Each change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, as of the First Amendment Effective Date, the Leverage Ratio shall be deemed to be in Category 4, and shall continue to be deemed to be in such category until the Guarantor shall have delivered the financial statements and certificates required by Section 5.04(a), Section 5.04(b) and Section 5.04(c), respectively, for the its fiscal quarter ended September 30, 2008; provided , however , that (a) at any time during which the Guarantor has failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively, or (b) at any time after the occurrence and during the continuance of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Margin.

“Termination Date” shall mean the day that is 364 days after the First Amendment Effective Date, or if that day is not a Business Day, the next preceding Business Day.

“Total Commitments” means the aggregate amount of the Commitments, which as of the First Amendment Effective Date shall be One Hundred Ten Million euros ( € 110,000,000), as such amount may be increased pursuant to the provisions of Section 2.01(n) hereof or decreased pursuant to the provisions of (a) Section 2.06 hereof or (b) other applicable provisions of this Agreement.

Section 1.2. Additional Definitions. Article 1 of the Letter of Credit Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical locations:

“First Amendment” shall mean that First Amendment to Letter of Credit Agreement dated as of September 11, 2008, by and among the Applicants party thereto, the Lenders party thereto and ABN AMRO Bank N.V., as an Issuing Bank and as Administrative Agent.

“First Amendment Effective Date” shall mean September 12, 2008.

Section 1.3. Expiration Dates. Section 2.01(c) of the Letter of Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) Expiration Dates . Each Letter of Credit shall expire not later than 24 months after the date of issuance of such Letter of Credit; provided that, notwithstanding the foregoing, at any time that this Agreement is in effect, (i) one or more Letters of Credit in an aggregate face amount not to exceed € 75,000,000 at any time outstanding may expire on a date that is more than 24 months, but not more than 48 months, after such date of measurement of the then-remaining term of such Letters of Credit, such that no expiry date for any such Letters of Credit shall be later than that day occurring 48 months after such date of measurement, and (ii) one or more Letters of Credit in an aggregate face amount not to exceed € 12,000,000 at any time outstanding may expire on a date that is more than 48 months, but not more than 60 months, after such date of measurement of the then-remaining term of such Letters of Credit, such that no expiry date for any such Letters of Credit shall be later than that day occurring 60 months after such date of measurement.

Section 1.4. Commitment Increases. Section 2.01(n) of the Letter of Credit Agreement is hereby amended and restated in its entirety to read as follows:

(n) Commitment Increases. The Applicants shall be entitled to request, at any time prior to the Termination Date, that the Total Commitments be increased by an aggregate amount not to exceed Forty Million euros € 40,000,000 (such additional Commitments are referred to herein as the “ Additional Commitments ”); provided that, in no event shall the aggregate Total Commitments exceed at any time One Hundred Fifty Million euros ( € 150,000,000); and provided further that (i) no Default or Event of Default exists at the time of such request, (ii) the Applicants give the Administrative Agent ten (10) days prior written notice of such election, (iii) no Lender shall be obligated to increase such Lender’s Commitment without such Lender’s prior written consent, which may be withheld in such Lender’s sole discretion, and (iv) any person providing any Additional Commitment amount that is not already a Lender must be reasonably acceptable to the Administrative Agent, the Issuing Banks and the Applicants. In connection with any such increase in the Total Commitments, the parties shall execute any documents reasonably requested in connection with or to evidence such increase, including without limitation an amendment to this Agreement.

Section 1.5. Letter of Credit Administration and Handling Charges. Section 2.02(d) of the Letter of Credit Agreement is hereby amended and restated in its entirety to read as follows:

(d) The Applicant for any Letter of Credit issued hereunder shall pay to the relevant Issuing Bank for its own account, the Issuing Bank’s standard administration (including issuance, drawing, cancellation, amendment and transfer charges) and handling charges (or, in the alternative, such administration and handling charges as agreed upon by the Applicant and the relevant Issuing Bank) in the currency directed by the Issuing Bank, which charges shall be payable at such times and in such amounts as may be set forth in the standard schedule of such Issuing Bank for such charges.

Section 1.6. Schedule 1.01(B). Schedule 1.01(B) of the Letter of Credit Agreement is amended and replaced in its entirety by Schedule 1.01(B) attached hereto.

Section 2. Conditions Precedent.

This Amendment shall be subject to satisfaction of the following conditions precedent:

2.1 This Amendment shall have been duly executed by the parties hereto and delivered to the Administrative Agent.

2.2. All legal matters incident to this Amendment shall be reasonably satisfactory to the Lenders and to the Administrative Agent.

2.3. The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced at least 1 Business Day prior to the First Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid hereunder or under any other Facility Document.

2.4. The Administrative Agent shall have received a solvency certificate for the Guarantor, certified by a Financial Officer of the Guarantor, in form and substance acceptable to the Administrative Agent.

2.5. The Administrative Agent shall have received (i) financial projections for the Guarantor and its Subsidiaries, (ii) consolidated unaudited annual financial statements for each Other Applicant party hereto on the closing date and its Subsidiaries for the fiscal year ending December 31, 2007, and (iii) consolidated annual financial statements for the Guarantor and its Subsidiaries for the fiscal years ending December 31, 2005, December 31, 2006 and December 31, 2007, and all such projections and financial statements shall be in form and substance acceptable to the Administrative Agent.

2.6. The Administrative Agent shall have received for each Credit Party all documentation and other information required by any Governmental Authority under applicable anti-money laundering rules and regulations, including the Patriot Act.

2.7. There shall be no litigation or administrative proceeding that could reasonably be expected to have a Material Adverse Effect.

Section 3. Post-Closing Requirements.

Within 30 Business Days after the First Amendment Effective Date, the Applicants shall deliver to the Administrative Agent: (i) a favorable written opinion of (a) John M. Nanos, Vice President - Strategic Transactions Counsel of the Guarantor, substantially in the form of the legal opinion set forth in Exhibit A-1, (b) with respect to each Other Applicant that is a Domestic Subsidiary, counsel, acceptable to the Administrative Agent, for such Subsidiary substantially in the form of the legal opinion set forth in Exhibit A-2, and (c) with respect to each Other Applicant that is a Foreign Subsidiary, counsel, acceptable to the Administrative Agent, for such Subsidiary substantially in the form of the legal opinion set forth in Exhibit A-3, in each case addressed to the Issuing Banks, the Administrative Agent and the Lenders; (ii) a certificate as to the good standing of each Credit Party as of a recent date from the Secretary of State, or other appropriate governmental authority, of the state of such Credit Party’s state of organization and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of each of such

jurisdictions; (iii) a copy of the certificate or articles of incorporation or other similar charter document, including all amendments thereto, of each Credit Party, certified (to the extent relevant) as of a recent date by the Secretary of State of the state of its organization, and, in case such concept exists under the laws of the jurisdiction of its organization (or, in the alternative, except with respect to Flowserve Pompes S.A.S and Flowserve GB Limited, a certificate of the Secretary or Assistant Secretary (or similar officer) of each Credit Party certifying that such certificate or articles or other similar charter document have not been amended or otherwise modified from such charter document delivered to the Administrative Agent in connection with the closing of the Letter of Credit Agreement); (iv) a certificate of the Secretary or Assistant Secretary (or similar officer) of each Credit Party certifying (a) that attached thereto is a true and complete copy of the by-laws or articles of association or other similar charter document of such Credit Party as in effect on the First Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) below (or, except with respect to Flowserve Pompes S.A.S. and Flowserve GB Limited, certifying that the by-laws or articles of association or other charter similar document of such Credit Party has not been amended or otherwise modified from such charter document delivered to the Administrative Agent in connection with the closing of the Letter of Credit Agreement), (b) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) that the certificate or articles of incorporation or other charter similar document of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (ii