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Exhibit 4.12
Date: August 1, 1997
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GUARANTY
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Know all men by these presents, that in consideration of the extension by
ABN-AMRO Bank N.V. (hereinafter called the "Bank") acting through its branch at
Etten-Leur, Stationsplein 21, (4872 XL) of financial accommodation to BW/IP
International B.V. of its successors or assigns (hereinafter called the
"Borrower"), for the period from August 1, 1997 to August 1, 1999 the
undersigned hereby unconditionally guarantees the payment in NLG 50,000,000
(SAY: FIFTY MILLION DUTCH GUILDERS) when due (at maturity, by acceleration, or
otherwise), of any and all liabilities, present or future, direct or
contingent, joint, several or independent, for principal, interest, charges,
commissions or otherwise, of the Borrower due or to become due to, or held or
to be held by, the Bank, whether created directly or acquired by assignment or
otherwise (all such liabilities being hereinafter called the "Guaranteed
Liabilities").
The termination of this Guaranty as provided herein shall be ineffective with
regard to any credit granted in the Borrower during the time period in which
this Guaranty was in full force and effect.
The undersigned hereby waives (a) notice of the acceptance of this Guaranty and
of any demand for payment hereunder, (b) notice of the incurring by the
Borrower or the acquisition by the Bank of the Guaranteed Liabilities, and (c)
presentment, demand, protest and notice of dishonor or default with respect to
any of the Guaranteed Liabilities.
The Bank may from time to time accept, exchange, surrender, realize on and
otherwise deal with and dispose of any security for any of the Guaranteed
Liabilities; the Guaranteed Liabilities or any of them may be prepaid
accelerated as to maturity, renewed or extended as to maturity; any default
thereunder may be waived; and any of the provisions thereof modified,
supplemented or waived; all without notice to or assent by the undersigned and
without affecting the obligations of the undersigned under this Guaranty.
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The aggregate amount of the Guaranteed Liabilities upon which the undersigned
shall be liable hereunder shall not exceed NLG 50,000,000 (SAY: FIFTY MILLION
DUTCH GUILDERS) plus interest.
No delay by the Bank in exercising any right or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right or
power hereunder preclude other or further exercise thereof or the exercise of
any other right or power, nor shall the Bank be liable for exercising or
failing to exercise any such right of power, nor shall any action by the Bank
omitted hereunder in any way impair or affect this Guaranty.
Notwithstanding the foregoing, the Guarantor specifically waives all defenses
that it may have based upon any election of remedies by the Bank which destroys
the Guarantor's subrogation rights to proceed against the Borrower or any other
person for reimbursement, including any loss of rights suffered by reason of
any privileges, rights, powers or remedies of the Borrower in connection with
any antideficiency laws or any other laws limiting, qualifying or discharging
the indebtedness of or remedies against the Borrower.
The Guarantor represents, warrants and agrees that each of the waivers set
forth herein is made with the Guarantor's full knowledge of their significance
and consequences, with the understanding that events giving rise to any
defenses waived may diminish, destroy or otherwise adversely affect rights
which the Guarantor may otherwise have against the Borrower or others, or
against collateral, and that under the circumstances these waivers are
reasonable.
This Guaranty shall inure to the benefit of the successors of the Bank and
shall be construed and governed in accordance with the laws of the State of New
York.
In witness whereof, this instrument has been duly executed and sealed by the
undersigned the day and year first above written.
Attest: FLOWSERVE CORPORATION
/s/X.X. Xxxxx
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Secretary
/s/Xxxxx X. Xxxxx
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Vice President
