exv10w1







Exhibit 10.1




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.



Preliminary Statements




     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:



Section 1. Amendment.




     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.




     Each Applicant represents and warrants to the Lenders that (i) each of the representations and
warranties set forth in Article III of the Letter of Credit Agreement is true and correct in all
material respects on and as of the date of this Amendment after giving effect to this Amendment as
if made on and as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date) and as if each
reference therein to the Letter of Credit Agreement referred to the Letter of Credit Agreement as
amended hereby; (ii) as of the date hereof, no Default and no Event of Default exists; and (iii)
without limiting the effect of the foregoing, each Applicant’s execution, delivery and performance
of this Amendment has been duly authorized, and this Amendment has been executed and delivered by
duly authorized officers of each Applicant.



Section 4. Reaffirmation of Guaranty.




     The Guarantor hereby agrees that its guaranty expressed in Article X of the Letter of Credit
Agreement and all its obligations thereunder remain in full force and effect and shall not be
affected, impaired or discharged by this Amendment.



Section 5. Miscellaneous.




     5.1 Except as specifically amended herein, the Letter of Credit Agreement shall continue in
full force and effect in accordance with its original terms. Reference to this specific Amendment
need not be made in the Letter of Credit Agreement or any other Facility Document, or in any
certificate, letter or communication issued or made pursuant to or with respect to any Facility
Document, any reference in any of such items to the Letter of Credit Agreement being sufficient to
refer to the Letter of Credit Agreement as amended hereby.



     5.2 This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterpart signature pages, each of which when so executed shall be an original
but all of which shall constitute one and the same instrument. This Amendment shall be construed
in accordance with and governed by the internal laws of the State of Illinois.



[Signature Pages to Follow]




2









 





     In Witness Whereof, the parties hereto have caused their duly authorized officers to
execute and deliver this Second Amendment to Letter of Credit Agreement as of the date first set
forth above.



	 	 	 	 	 
	 	“Guarantor and Applicant”



Flowserve Corporation

 	 
	 	By:  	/s/ Dean P. Freeman
 	 
	 	 	Name:  	Dean P. Freeman 	 
	 	 	Title:  	Vice President — Treasurer 	 
	 
	 	“Other Applicants”



Flowserve B.V.

 	 
	 	By:  	/s/ John M. Nanos
 	 
	 	 	Name:  	John M. Nanos 	 
	 	 	Title:  	Director 	 
	 
	 	Flowserve Spain S.L.U., formerly known as Flowserve Spain SAU

 	 
	 	By:  	/s/ John M. Nanos
 	 
	 	 	Name:  	John M. Nanos 	 
	 	 	Title:  	Sole Administrator 	 
	 
	 	Flowserve Hamburg GmbH

 	 
	 	By:  	/s/ John M. Nanos
 	 
	 	 	Name:  	John M. Nanos 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Second Amendment to Letter of Credit Agreement]




 









 








	 	 	 	 	 
	 	Worthington S.r.l., formerly known as Worthington SpA

 	 
	 	By:  	/s/ John M. Nanos
 	 
	 	 	Name:  	John M. Nanos 	 
	 	 	Title:  	Director 	 
	 
	 	Flowserve Pompes S.A.S.

 	 
	 	By:  	/s/ John M. Nanos
 	 
	 	 	Name:  	John M. Nanos 	 
	 	 	Title:  	Director 	 
	 
	 	Flowserve GB Limited

 	 
	 	By:  	/s/ John M. Nanos
 	 
	 	 	Name:  	John M. Nanos 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Second Amendment to Letter of Credit Agreement]




 









 








	 	 	 	 	 
	 	“Lenders”



ABN AMRO Bank N.V., as Administrative Agent, an Issuing Bank and a Lender

 	 
	 	By:  	/s/ Michele Costello
 	 
	 	 	Name:  	Michele Costello 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Marc Brondyke
 	 
	 	 	Name:  	Marc Brondyke 	 
	 	 	Title:  	Associate 	 
	 



[Signature Page to Second Amendment to Letter of Credit Agreement]




 









 








	 	 	 	 	 
	 	Calyon

 	 
	 	By:  	/s/ Frederic Desfossez
 	 
	 	 	Name:  	Frederic Desfossez 	 
	 	 	Title:  	Head of Calyon West Pole 	 
	 
	 	 	 
	 	By:  	/s/ Agnes Huret
 	 
	 	 	Name:  	Agnes Huret 	 
	 	 	Title:  	Relationship Manager 	 
	 



[Signature Page to Second Amendment to Letter of Credit Agreement]




 









 








	 	 	 	 	 
	 	Deutsche Bank AG New York Branch

 	 
	 	By:  	/s/ David Noah
 	 
	 	 	Name:  	David Noah 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Robert Lofaro
 	 
	 	 	Name:  	Robert Lofaro 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Second Amendment to Letter of Credit Agreement]