Exhibit 10.2
AMENDMENT NO . 1
This AMENDMENT NO. 1 (this “
Amendment ”), is dated as of January 4, 2005, and
is entered into by and among FLOWSERVE RECEIVABLES CORPORATION, a
Delaware corporation (the “ Seller ”), FLOWSERVE
US INC., a Delaware corporation, as the Servicer (the “
Servicer ”), the funding sources party hereto as the
financial institutions (the “ Financial Institutions
”), JUPITER SECURITIZATION CORPORATION (together with the
Financial Institutions, the “ Purchasers ”), J.
P. MORGAN SECURITIES INC. and JPMORGAN CHASE BANK, N.A. (successor
by merger to Bank One, NA (Main Office Chicago)), as agent (the
“ Agent ”) for the Purchasers.
W I T N E S S E T H:
WHEREAS, the Seller, the Servicer,
the Purchasers and the Agent are parties to that certain
Receivables Purchase Agreement, dated as of October 7, 2004
(as amended, restated, supplemented or otherwise modified from time
to time, the “ RPA ”);
WHEREAS, the Seller, J. P. Morgan
Securities Inc., Jupiter Securitization Corporation and the Agent
are parties to that certain Fee Letter, dated as of October 7,
2004 (as amended, restated, supplemented or otherwise modified from
time to time, the “ Fee Letter ” and together
with the RPA, the “ Agreements ”); and
WHEREAS the parties hereto desire to
amend the Agreements on the terms and conditions set forth
below;
NOW THEREFORE, in consideration of
the premises herein contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1.
Defined Terms . Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in
the RPA.
2.
Amendments to the RPA . Subject to the satisfaction of the
conditions precedent set forth in Section 6 below, the
RPA is hereby amended as follows:
(a) All
references in the RPA to “Bank One” or “Bank One,
NA (Main Office Chicago)” shall mean and constitute
references to “JPMorgan Chase Bank, N.A. (successor by merger
to Bank One, NA (Main Office Chicago)).”
(b) The
definition of “ Eligible BAAN Receivable ” set
forth in Exhibit I to the RPA is hereby amended to delete the
reference to the date “December 31, 2004” and to
replace such date with the date “January 14,
2005.”
3.
Amendments to the Fee Letter . Subject to the satisfaction
of the conditions precedent set forth in Section 6
below, the Fee Letter is hereby amended as follows:
(a) All
references in the Fee Letter to “Bank One” or
“Bank One, NA (Main Office Chicago)” shall mean and
constitute references to “JPMorgan Chase Bank, N.A.
(successor by merger to Bank One, NA (Main Office
Chicago)).”
(b) The
definition of “ Facility Fee Rate ” set forth in
Exhibit I to the Fee Letter is hereby amended to delete each
reference to the date “December 31, 2004” and to
replace each reference to such date with the date
“January 14, 2005.”
4.
Representations and Warranties of the Seller . In order to
induce the parties hereto to enter into this Amendment, the Seller
represents and warrants that:
(a) The
representations and warranties of Seller set forth in
Section 5.1 of the RPA are true, correct and complete on the
date hereof as if made on and as of the date hereof and there
exists no Amortization Event or Potential Amortization Event on the
date hereof, provided that in the case of any representation or
warranty in Section 5.1 of the RPA that expressly relates to
facts in existence on an earlier date, the reaffirmation thereof
under this Section 4(a) shall be made as of such earlier
date.
(b)
