Flowserve
B.V. and Flowserve Corporation
Second Amendment To Letter
of Credit Agreement
This Second
Amendment to Letter of Credit Agreement (the
“Amendment” ) is entered into as of
September 9, 2009, 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.
A. The
Applicants, the Lenders and 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 amended by that
First Amendment to Letter of Credit Agreement dated as of
September 11, 2008, among the Applicants, the Lenders and ABN
AMRO Bank, N.V., as an Issuing Bank and as Administrative Agent
(collectively, as such agreement may be further 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:
Upon satisfaction
of the conditions precedent set forth in Section 2 hereof, the
definition of “Termination Date” set forth in
Article 1 of the Letter of Credit Agreement is hereby amended
and restated in its entirety to read as follows:
“Termination Date” shall mean November 9,
2009.
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.
Section
3. Representations and
Warranties.
|
