Exhibit 10.40
AMENDMENT NO. 2
THIS AMENDMENT NO. 2 (the
“Amendment No. 2”), dated as of January 13, 2005, to
the Letter of Credit, Reimbursement and Guaranty Agreement, dated
as of March 1, 2004 (the “SunTrust Agreement”), by and
among SPENCE ENGINEERING COMPANY, INC., a Delaware corporation (the
“Borrower”), CIRCOR INTERNATIONAL, INC., a Delaware
corporation (the “Guarantor”), and SUNTRUST BANK, a
state banking association organized and existing under the laws of
the State of Georgia with its principal offices located in Atlanta,
Georgia (the “Bank”);
W I T N E S S E T H:
WHEREAS, the Village of Walden
Industrial Development Agency (the “ Issuer ”),
has previously issued its Industrial Development Revenue Refunding
Bonds (Spence Engineering Company, Inc. Project), Series 1994 , in
the original aggregate principal amount of $7 ,500,000 (the “
Bonds ”) for the purpose of refunding all or a portion
of the $7,500,000 Village of Walden Industrial Development Agency
Industrial Development Revenue Bonds (Spence Engineering Company
Project), Series 1984; and
WHEREAS, the Bank has issued its
irrevocable Letter of Credit No. F842815, dated March 3, 2004 with
an original expiration date of March 1, 2005, in connection with
the issuance of the Bonds, pursuant to the terms of the SunTrust
Agreement; and
WHEREAS, the Borrower, the Guarantor
and the Bank now desire to amend the SunTrust Agreement in certain
respects; and
WHEREAS, the SunTrust Agreement
provides that it may be amended, modified or discharged upon an
agreement in writing of the Borrower, the Guarantor and the
Bank.
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrower, the
Guarantor and the Bank hereby agree as follows:
Section 1.
Definitions
. Except as otherwise defined in
this Amendment No. 2, terms defined in the SunTrust Agreement are
used herein as defined therein.
Section 2.
Amendments
. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as
of the date hereof, the SunTrust Agreement shall be amended by
deleting Section 7.8 in its entirety and r
