Identification Number(s)
Exhibit IV-A
Names of Collection Banks; Collection Accounts; Lock-Boxes; Shared Collection
Accounts
Exhibit IV-B
Names of Securitization Banks; Securitization Accounts
Exhibit V
Form of Compliance Certificate
Exhibit VI-A
Form of Lock-Box Agreement
Exhibit VI-B
Form of Securitization Account Agreement
Exhibit VII
Form of Assignment Agreement
Exhibit VIII
Credit and Collection Policy
Exhibit IX-A
Form of Monthly Report
Exhibit IX-B
Form of Weekly Report
Exhibit IX-C
Form of Daily Report
Exhibit X
Form of Performance Undertaking
Schedule A [a04-11435_1ex10d1.htm#ScheduleA]
Commitments [a04-11435_1ex10d1.htm#ScheduleA]
Schedule B [a04-11435_1ex10d1.htm#ScheduleB]
Closing Documents [a04-11435_1ex10d1.htm#ScheduleB]
iii
RECEIVABLES PURCHASE AGREEMENT
This Receivables Purchase Agreement dated as of October 7, 2004 is among
FLOWSERVE RECEIVABLES CORPORATION, a Delaware corporation ("Seller"), FLOWSERVE
US INC., a Delaware corporation, as initial Servicer (the Servicer together with
Seller, the "Seller Parties" and each a "Seller Party"), the entities listed on
Schedule A to this Agreement (together with any of their respective successors
and assigns hereunder, the "Financial Institutions"), JUPITER SECURITIZATION
CORPORATION ("Company") and Bank One, NA (Main Office Chicago), as agent for the
Purchasers hereunder or any successor agent hereunder (together with its
successors and assigns hereunder, the "Agent").
Unless defined elsewhere
herein, capitalized terms used in this Agreement shall have the meanings
assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
Seller desires to transfer and assign Purchaser Interests to the Purchasers from
time to time.
Company may, in its absolute and sole discretion, purchase Purchaser Interests
from Seller from time to time.
In the event that Company declines to make any purchase, the Financial
Institutions shall, at the request of Seller, purchase Purchaser Interests from
time to time.
In addition, the Financial Institutions have agreed to provide a
liquidity facility to Company in accordance with the terms of a Liquidity
Agreement entered into among the Company and the Financial Institutions.
Bank One, NA (Main Office Chicago) has been requested and is willing to act as
Agent on behalf of Company and the Financial Institutions in accordance with the
terms hereof.
ARTICLE I
PURCHASE ARRANGEMENTS
SECTION 1.1
PURCHASE FACILITY.
(A)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS HEREOF, SELLER MAY,
AT ITS OPTION, SELL AND ASSIGN PURCHASER INTERESTS TO THE AGENT FOR THE BENEFIT
OF ONE OR MORE OF THE PURCHASERS.
IN ACCORDANCE WITH THE TERMS AND CONDITIONS
SET FORTH HEREIN, COMPANY MAY, AT ITS OPTION, INSTRUCT THE AGENT TO PURCHASE ON
BEHALF OF COMPANY, OR IF COMPANY SHALL DECLINE TO PURCHASE, THE AGENT SHALL
PURCHASE, ON BEHALF OF THE FINANCIAL INSTITUTIONS, PURCHASER INTERESTS FROM TIME
TO TIME IN AN AGGREGATE AMOUNT NOT TO EXCEED AT SUCH TIME THE LESSER OF (I) THE
PURCHASE LIMIT AND (II) THE AGGREGATE AMOUNT OF THE COMMITMENTS DURING THE
PERIOD FROM THE DATE HEREOF TO BUT NOT INCLUDING THE FACILITY TERMINATION DATE.
(B)
SELLER MAY, UPON AT LEAST TEN (10) BUSINESS DAYS' NOTICE TO THE
AGENT, TERMINATE IN WHOLE OR REDUCE IN PART, RATABLY AMONG THE FINANCIAL
INSTITUTIONS, THE UNUSED PORTION OF THE PURCHASE LIMIT; PROVIDED THAT EACH
PARTIAL REDUCTION OF THE PURCHASE