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EXHIBIT 10
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of November
18, 1999, is between Innovative Valve Technologies, Inc., a Delaware corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of September 18, 1997 (the "Rights Agreement");
WHEREAS, the Company desires to enter into an Agreement and Plan of Merger
(as the same may be amended from time to time, the "Merger Agreement") by and
among the Company, Flowserve Corporation, a New York corporation ("Flowserve"),
and Flowserve Acquisition Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Flowserve ("Purchaser");
WHEREAS, in connection with the Merger Agreement, certain stockholders of
the Company are entering into Stockholder Agreements with Purchaser;
WHEREAS, the willingness of Flowserve and Purchaser to enter into the
Merger Agreement is conditioned upon, among other things, the amendment of the
Rights Agreement on the terms set forth in this Amendment; and
WHEREAS, the Board of Directors of the Company has approved this Amendment
and authorized its appropriate officers to execute and deliver the same to the
Rights Agent;
NOW, THEREFORE, for and in consideration of the premises and the covenants
set forth herein, the parties hereto agree as follows (Capitalized terms that
are not otherwise defined herein shall have the meanings ascribed to them in the
Rights Agreement):
1. Amendment of Section 1. (a) Section 1 of the Rights Agreement is amended
by adding thereto a new definition immediately after the definition of
"Fractional Share" and immediately before the definition of "NASDAQ" which new
definition shall read as follows:
" 'Merger Agreement' shall mean the Agreement and Plan of Merger,
dated as of November 18, 1999, by and among the Company, Flowserve
Corporation and Flowserve Acquisition Sub, Inc., as the same may be amended
from time to time."
(b) Section 1 of the Rights Agreement is amended by changing the definition
of "Expiration Date" by deleting the word "and" immediately preceding clause
(iv) thereof and by adding the following to the end of the sentence:
"and (v) immediately before the effective time of the Merger (as
defined in the Merger Agreement)."
2. New Section 35. The Rights Agreement is amended by adding thereto a
Section 35 which provides as follows:
"Section 35. Exception for Merger Agreement. Notwithstanding anything
in this Agreement to the contrary, none of Parent, Purchaser (each as
defined in the Merger Agreement) or any of their Affiliates or Associates
shall be or become an Acquiring Person, and no Stock Acquisition Date,
Distribution Date, Flip-In Event or Flip-Over Event shall occur, as a
result of (i) the execution, delivery or performance of the Merger
Agreement (or any amendments thereto) or the consummation of the
transactions contemplated thereby, including, without limitation, the Offer
(as defined in the Merger Agreement) and the Merger (as defined in the
Merger Agreement), (ii) the execution, delivery or performance of the
Stockholder Agreements (as defined in the Merger Agreement) or any
amendments thereto, or the consummation of the transactions contemplated
thereby, (iii) the announcement, making or commencement of the Offer or the
announcement of the Merger Agreement or the Stockholder Agreements, or (iv)
becoming the Beneficial Owner of shares of Common Stock or Rights pursuant
to, or in connection with, the Merger Agreement, the Stockholder Agreements
or otherwise as a result of any of the
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transactions contemplated by the Merger Agreement or the Stockholder
Agreements, including, without limitation, the Offer and the Merger."
3. Effectiveness. This Amendment shall be deemed effective as of November
18, 1999 as if executed by both parties hereto on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
INNOVATIVE VALVE TECHNOLOGIES, INC.
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C
By: /s/ XXXXXXX XXXXXXX
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
