Item 1.01 Entry into a Material Definitive Agreement.
On October 30, 2009, Flowserve Corporation, a New York corporation (the
"Company"), Flowserve B.V. and certain other foreign subsidiaries of the Company
entered into a Letter of Credit Agreement with Calyon, as an issuing bank,
mandated lead arranger and administrative agent, and the other financial
institutions named therein (the "Agreement"). Pursuant to the Agreement, the
lenders commit for a 364-day period to issue letters of credit to the Company
and its subsidiaries in an aggregate face amount not to exceed €125,000,000 at
any time, with an initial commitment of €125,000,000. The Agreement replaces the
Company's existing Letter of Credit Agreement (the "Existing LOC"), under which
Calyon is an issuing bank, that was originally entered into in September 2007
and is expiring on November 9, 2009.
The initial commitment includes commitments of Calyon and other issuing banks
currently existing under the Existing LOC, and these commitments will remain
outstanding under the terms of the Agreement and will be permitted to expire
pursuant to their terms. New commitments from Calyon and other banks will be
made under the Agreement to replace the Existing LOC commitments as they expire.
Under the Agreement, the Company will pay an annual commitment fee of 40 basis
points on the aggregate unutilized commitments of the issuing banks, and the
Company will pay a letter of credit utilization fee at a rate of 135 basis
points per annum. As of October 30, 2009, the Company's annual fees equaled
1.35%.
The aggregate commitment of the facility may be decreased by the Company so long
as it equals or exceeds the aggregate face amount of all letters of credit and
any disbursements outstanding at the time. The Company will guarantee any and
all obligations and liabilities of its subsidiaries and itself under the
Agreement for any issued letter of credit or related disbursement by a lender.
The Company may request extensions of the availability period of the Agreement
for additional 364-day periods upon 45 days notice to Calyon.
The above discussion of the Agreement is a summary description and is qualified
in its entirety by reference to the Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosures required by this Item 2.03 are incorporated herein by reference
to the disclosures contained under Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Letter of Credit Agreement, dated October 30, 2009, among Flowserve
Corporation, Flowserve B.V. and other subsidiaries of the Company party
thereto, Calyon, as Mandated Lead Arranger, Administrative Agent and an
Issuing Bank, and the other financial institutions party thereto.
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