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Title: |
Exchange Agent Agreement |
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Date: |
2000 |
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Size: |
Preview shows 7KB of 49KB total |
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Price: |
$43 |
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ID: |
#344152 |
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October 26, 2000
EXCHANGE AGENT AGREEMENT
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Trustee Administration
Ladies and Gentlemen:
Flowserve Corporation, a New York corporation (the "Company"),
proposes to make an offer (the "Exchange Offer") to exchange all of its
outstanding 121/4% Senior Subordinated Notes due 2010 (the "Old Securities") for
its 121/4% Senior Subordinated Notes due 2010 (the "New Securities"). The terms
and conditions of the Exchange Offer as currently contemplated are set forth in
a prospectus, dated October 30, 2000 (the "Prospectus"), proposed to be
distributed to all record holders of the Old Securities. The Old Securities and
the New Securities are collectively referred to herein as the "Securities".
The Company hereby appoints The Bank of New York to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is expected to be commenced by the Company
on or about October 30, 2000. The Letter of Transmittal accompanying the
Prospectus (or in the case of book-entry securities, the Automated Tender Offer
Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to
be used by the holders of the Old Securities to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for Old
Securities tendered in connection therewith.
The Exchange Offer shall expire at 12:00 p.m., New York City
time (5:00 p.m. London time), on November 28, 2000 or on such subsequent date or
time to which the Company may extend the Exchange Offer (the "Expiration Date").
Subject to the terms and conditions set forth in the Prospectus, the Company
expressly reserves the right to extend the Exchange Offer from time to time and
may extend the Exchange Offer by giving oral (promptly confirmed in writing) or
written notice to you before 9:00 a.m., New York City time, on the business day
following the previously scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate
the Exchange Offer, and not to accept for exchange any Old Securities not
theretofore
{PAGE} 2
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the captions "The Exchange
Offer -- Expiration Date; Extensions; Amendments" and "The Exchange Offer --
Termination." The Company will give oral (promptly confirmed in writing) or
written notice of any amendment, termination or nonacceptance to you as promptly
as practicable.
In carrying out your duties as Exchange Agent, you are to act
in accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The Exchange
Offer" or as specifically set forth herein; provided, however, that in no way
will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the
Old Securities at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Exchange Offer within two business days after the
date of the Prospectus, and any financial institution that is a participant in
the Book-Entry Transfer Facility's systems may make book-entry delivery of the
Old Securities by causing the Book-Entry Transfer Facility to transfer such Old
Securities into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Securities (or confirmation of book-entry transfer into
your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Old Securities to ascertain
whether: (i) the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set forth
therein; and (ii) the Old Securities have otherwise been properly tendered. In
each case where the Letter of Transmittal or any other document has been
improperly completed or executed or any of the certificates for Old Securities
are not in proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor to inform
the presenters of the need for fulfillment of all requirements and to take any
other action as may be reasonably necessary or advisable to cause such
irregularity to be corrected.
4. With the approval of the President or any Vice President of
the Company (such approval, if given orally, to be promptly confirmed in
writing) or any other party designated in writing, by such an officer, you are
authorized to waive any irregularities in connection with any tender of Old
Securities pursuant to the Exchange Offer.
5. Tenders of Old Securities may be made only as set forth in
the Letter of Transmittal and in the sections of the Prospectus captioned "The
Exchange Offer -- Procedures for Tendering", and "The Exchange Offer --
Guaranteed Delivery Procedures for Outstanding Dollar Notes", and Old Securities
shall be considered
-2-
{PAGE} 3
properly tendered to you only when tendered in accordance with the procedures
set forth therein.
Notwithstanding the provisions of this Section 5, Old
Securities which the President, Senior Vice President, or any Vice President of
the Company shall approve as having been properly tendered shall be considered
to be properly tendered (such approval, if given orally, shall be promptly
confirmed in writing).
6. You shall advise the Company with respect to any Old
Securities received subsequent to the Expiration Date and accept its
instructions with respect to disposition of such Old Securities.
7. You shall accept tenders:
(a) in cases where the Old Securities are registered in two or
more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is submitted; and
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