Exhibit 10.3
AMENDMENT NO . 2
This AMENDMENT NO. 2 (this “
Amendment ”), is dated as of January 14, 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 ”), 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 “ Agreement ”); and
WHEREAS the parties hereto desire to
amend the Agreement 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 Agreement.
2.
Amendment to the Agreement . Subject to the satisfaction of
the conditions precedent set forth in Section 5 below,
clause (i)(a) to the definition of the term “Eligible
Receivable” set forth in Exhibit I to the Agreement is
hereby amended and restated in its entirety to read as follows:
"(i) (a) if a natural
person, is a resident of the United States or, if a corporation or
other business organization, is organized under the laws of the
United States or any political subdivision thereof and has its
chief executive office in the United States;”
3.
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 Agreement 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 Agreement that expressly
relates to facts in existence on an earlier date, the reaffirmation
thereof under this Section 3(a) shall be made as of
such earlier date.
(b) The
execution and delivery by the Seller of this Amendment has been
duly authorized by proper corporate proceedings of the Seller and
this Amendment, and the Agreements, as amended by this Amendment,
constitute the legal, valid and binding obligations of the Seller,
enforceable against the Seller in accordance with its terms, except
as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws of
general applicability affecting the enforcement of creditors’
rights generally.
4.
Representations and Warranties of the Servicer . In order to
induce the parties hereto to enter into this Amendme
