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EXHIBIT 4
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of May 6, 1997 (this "Amendment"), to the
RIGHTS AGREEMENT, dated as of July 26, 1993 (the "Rights Agreement"), between
BW/IP, Inc., a Delaware corporation (the "Company") and American Stock Transfer
& Trust Company (the "Rights Agent"). Capitalized terms used but not otherwise
defined herein have the meanings assigned to such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Rights Agreement;
WHEREAS, the parties hereto desire to amend Section 1(a) of the Rights
Agreement as set forth below to exempt certain parties from the definition of
Acquiring Person;
WHEREAS, the parties hereto desire to amend Section 7(a) of the Rights
Agreement to provide that the Rights shall expire upon the consummation of the
transactions contemplated by the Agreement and Plan of Merger, dated as of May
6, 1997 (the "Merger Agreement"), among Durco International, Inc., a New York
corporation, the Company, and Bruin Acquisition Corp., a Delaware corporation;
WHEREAS, the transactions contemplated by the Merger Agreement, either
singly or taken as a whole, are not events such that the provisions Section 11
or Section 13 of the Rights Agreement apply; and
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendments to Rights Agreement. (a) Section 1(a) of the Rights
Agreement, is hereby amended by (A) deleting the word "or" immediately preceding
clause (ii) of the first sentence of subparagraph (a) and replacing it with the
punctuation xxxx "," and (B) deleting the punctuation xxxx "." immediately after
clause (ii) of the first sentence of subparagraph (a) and replacing it with, ",
and (iii) Durco International, Inc., a New York corporation or Bruin Acquisition
Corp., a Delaware corporation.".
(b) Section 7(a) of the Rights Agreement is hereby amended by (A)
deleting the word "or" immediately preceding subparagraph (iv), and (B) deleting
the parenthetical phrase at the end of subparagraph (iv) and replacing it with,
"or (v) immediately prior to the
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consummation of the merger contemplated by the Agreement and Plan of Merger,
dated as of May 6, 1997, among Durco International, Inc., a New York
corporation, the Company, and Bruin Acquisition Corp., a Delaware corporation
(the earliest of (i), (ii), (iii), (iv) or (v) being herein referred to as the
"Expiration Date")."
2. Effect of Amendments. Except as and to the extent expressly set
forth herein, the Rights Agreement shall remain in all respects in full force
and effect.
3. Other Sections of the Rights Agreement. The transactions
contemplated by the Merger Agreement are not, either taken singly or as a whole,
events which would trigger the application of the provisions of Section 11 or
Section 13 of the Rights Agreement.
4. Headings. The descriptive headings contained in this Amendment are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Amendment.
5. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
6. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed by their respective officers thereunto duly
authorized as of the date first written above.
BW/IP, INC.
By /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President and CEO
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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CERTIFICATE OF AMENDMENT
I hereby certify that Amendment No. 1, dated as of May 6, 1997, to the
Rights Agreement, dated as of July 26, 1993, between BW/IP, Inc. and American
Stock Transfer & Trust Company is in compliance with the terms of Section 26 of
such Rights Agreement.
BW/IP, INC.
By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President, General
Counsel and Secretary
