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Case 1:04-cv—01294-JJF Document 56-4 Filed 02/27/2006 Page1 0f3
EXHIBIT C

Case 1 :04-cv—01294-JJF Document 56-4 Filed 02/27/2006 Page 2 of 3
FLOWSERVE
V
August 18, 2003 I _ I
Edward B. Mueller, Esq.
Itlisen & Elliott, LLC
200 W. Adams Street, Suite 2500
Chicago, Hlinois 60606 I "
Re: Asbestos Litigation — BW/IP International, Inc.
Flowserve File No. R8307
Dear Ed:
Pursuant to our recent conversations, this correspondence will respond to the I ·
various Reservation of Rights letters you have forwarded on behalf of Burns International
(f/k/a Borg-Warner Corporation).
I Although F lowserve certainly agrees that the language of the 1987 Stock Purchase . -
Agreement between BWIP Acquisition Corporation and Borg-Warner Corporation could _
have been a bit more concise, we strongly disagree with any interpretation limiting
Flowse1ve’s access to the historic Borg-Warner insurance coverage for asbestos liability.
Flowserve’s position has previously been discussed with you, and we would offer
the enclosed May 1, 1987 commtmication as support for our position. This "letter" was
executed by both parties prior to the closing of the LBO, became part of the transaction
documents, and specifically clarified this issue. It states as follows:
"The purpose of this letter is to document our mutual agreement that,
notwithstanding anything to the contrary contained in the Agreement, neither BWIP
nor any of its Subsidiaries shall be responsible for any Loses to the extent that such
Loses are covered by insurance carried by Borg-Warner."
It is my understanding that you have not previously been provided with a copy of
this document. After you have had a chance to review it, please advise of your position. ··
_ _ Sincerely, I
V Robert L. Roberts, Jr. (Ohio Atty. 0006080)
Associate General Counsel
cc: Lawrence E. Henke, Esq., Flowserve Corporation
Document No. R08 1 8031:2 BIOOO441
Flowserve Corporation 222 West Las Colinas Blvd., Suite 1500 Telephone 972-443-6537
Irving, Texas 75039 USA Facsimile 972 443-6837
rroherts@fiowsenre.;3om ‘

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,0 v' '€Ii·‘. . BWIP ACQUISITION CORPORATION _ -
e/O The Clayton E. Dubilier _
·*‘ Private Equity Fund II Limited Partnership
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A 270 Greenwich Avenue
Greenwich, Connecticut — ¤
pu l. . .;§
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gg May 1, 1987 ·
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_` rg·Warnei·_ Corporation
ji D0 South Michigan Avenue
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Stock Purchase Agreement
.
Reference is made to the Stock Purchase Agreement
{ "Agreement"), dated March 12, 1987, by and between
HIP Acquisition Corporation and Borg-Warner QOIPOIECLOD-
Qidapitalized terms used herein without definition shall have
meanings assigned to them in the Agreement,
The purpose of this letter is to document our
ignupual agreement that, notwithstanding anything to the
gjégcontrary contained in the Agreement, neither BWIP nor any
ji-ggof its Subsidiaries shall be responsible for any Losses
Q_ ${:0 the extent that such Loss-es are covered by insurance
_ ‘ §§·`cnrried by Borg-Warner. · _ ·;
A Accordingly, as provided by Section 9.0£+(a) of
the Agreement, Borg-Warner will indemnify the_Buyer, BWIP
stand each of their respective subsidiaries against all Losses
the extent such Losses are covered by such insurance.
In order to eviden_ce your agreement to the _
foregoing, please sign and return the enclosed copy of this
letter.
{lei
==3:·."·
.3e,s Very truly yours,
How,
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BWIP ACQUIS ON
CORPORA N
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V P c 3. EDC
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Accepted and Agreed:
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? BORG·WARNER CORPORATION
.3 BIOOO442
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