EXHIBIT 2 DISTRIBUTION AGREEMENTDistribution Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 14th, 2005 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
EXHIBIT 10.15 PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of May __, 2002 (together with all amendments, if any, from time to time hereto, this "Agreement"), among each of the parties named as a Pledgor on the signature pages hereto...Pledge Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
THE BANK OF NEW YORK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 12, 1999 FIRST SUPPLEMENTAL INDENTURE, dated as of July 12, 1999, among Coltec Industries Inc, a Pennsylvania corporation (the "Company"), The B.F.Goodrich Company, a New...First Supplemental Indenture • March 15th, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • New York
EXHIBIT 4.11 GUARANTEE AGREEMENTGuarantee Agreement • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
EXHIBIT 10.4 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, dated as of May 31, 2002 (this "Agreement"), by and among Goodrich Corporation, a New York corporation ("Goodrich"), EnPro Industries, Inc., a North Carolina corporation ("EnPro"),...Indemnification Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
WITNESSETH:Security Agreement • May 24th, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • North Carolina
EXHIBIT 10.5 CONTRIBUTION AGREEMENTContribution Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
AmongCredit Agreement • May 24th, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • North Carolina
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 28, 2014 among COLTEC INDUSTRIES INC and ENPRO INDUSTRIES, INC., as the Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWERS, as the Guarantors, BANK OF AMERICA, N.A., as Administrative...Credit Agreement • August 28th, 2014 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 28, 2014 among COLTEC INDUSTRIES INC, a Pennsylvania corporation (“Coltec”), ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ANDSecond Supplemental Indenture • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
EXHIBIT 4.7 RIGHTS AGREEMENT Dated as of May 31, 2002Rights Agreement • May 31st, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
REGISTRATION RIGHTS AGREEMENT by and among EnPro Industries, Inc. and Applied Surface Technology, Inc., Belfab, Inc., Coltec International Services Co., Compressor Products International LLC, EnPro Associates, LLC, EnPro Holdings, Inc., Enpro Learning...Registration Rights Agreement • October 17th, 2018 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 17, 2018, by and among EnPro Industries, Inc., a North Carolina corporation (the “Company”), Applied Surface Technology, Inc., Belfab, Inc., Coltec International Services Co., Compressor Products International LLC, EnPro Associates, LLC, EnPro Holdings, Inc., EnPro Learning Systems, LLC, Fairbanks Morse, LLC, Garlock Hygienic Technologies, LLC, Garlock International Inc., Garlock Overseas Corporation, Garlock Pipeline Technologies, Inc., Garlock Sealing Technologies LLC, Garrison Litigation Management Group, Ltd., GGB, Inc., GGB LLC, Qualiseal Technology, LLC, Stemco Products, Inc., Technetics Group Daytona, Inc., Technetics Group LLC and Technetics Group Oxford, Inc., as Guarantors (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), on behalf of itself and as representative of the several initial purchasers named on Schedule A of the Purc
EXHIBIT 10.2 TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
ENPRO INDUSTRIES, INC. as Company and the Guarantors party hereto from time to time 5.75% Senior Notes due 2026 INDENTURE Dated as of October 17, 2018 and U.S. Bank National Association as TrusteeIndenture • October 17th, 2018 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
INDENTURE, dated as of October 17, 2018, among ENPRO INDUSTRIES, INC., a North Carolina corporation (together with its successors and assigns, the “Company”), the Guarantors party hereto from time to time (as defined below) and U.S. Bank National Association, a national banking association, as Trustee (as defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 13th, 2016 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 28, 2014 among COLTEC INDUSTRIES INC, a Pennsylvania corporation (“Coltec”), ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Parent”), NEW COLTEC, INC., a North Carolina corporation (“New Coltec”; Coltec, the Parent and New Coltec being each a “Borrower” and collectively, the “Borrowers” (subject, in the case of Coltec, to Section 8.04(b) hereof)), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 2.1 =================================================================== ============= DISTRIBUTION AGREEMENTDistribution Agreement • March 22nd, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 28, 2018 among ENPRO INDUSTRIES, INC. and ENPRO HOLDINGS, INC., as Borrowers, CERTAIN FOREIGN SUBSIDIARIES OF THE PARENT, as Designated Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE...Credit Agreement • July 2nd, 2018 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 28, 2018 among ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Parent”), ENPRO HOLDINGS, INC., a North Carolina corporation (“EnPro Holdings”; the Parent and EnPro Holdings being each a “Domestic Borrower” and collectively, the “Domestic Borrowers”), certain Foreign Subsidiaries (as defined below) of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Domestic Borrowers, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 10.3 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
WITNESSETH:Management Continuity Agreement • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
Exhibit 10.4 FORM OF INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, dated as of ____________, 2002 (this "Agreement"), by and among Goodrich Corporation, a New York corporation ("Goodrich"), EnPro Industries, Inc., a North Carolina corporation...Indemnification Agreement • March 22nd, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 25, 2019 among ENPRO INDUSTRIES, INC. and ENPRO HOLDINGS, INC., as Borrowers, THE GUARANTORS PARTY HERETO, LUNAR INVESTMENT, LLC and LEANTEQ, LLC, as the New...Credit Agreement • September 25th, 2019 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 28, 2018 among ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Parent”), ENPRO HOLDINGS, INC., a North Carolina corporation (“EnPro Holdings”; the Parent and EnPro Holdings being each a “Domestic Borrower” and collectively, the “Domestic Borrowers”), certain Foreign Subsidiaries (as defined below) of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Domestic Borrowers, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 17th, 2021 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 17, 2021 among ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Parent”), ENPRO HOLDINGS, INC., a North Carolina corporation (“EnPro Holdings”; the Parent and EnPro Holdings being each a “Domestic Borrower” and collectively, the “Domestic Borrowers”), certain Foreign Subsidiaries (as defined below) of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Domestic Borrowers, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • November 8th, 2012 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
THIS AGREEMENT dated as of this 1st day of August 2012 between Cynthia A. Marushak (the “Executive”) and EnPro Industries, Inc., a North Carolina corporation (the “Company”).
150,000,000 AGGREGATE PRINCIPAL AMOUNT ENPRO INDUSTRIES, INC. DUE 2015 Resale Registration Rights Agreement dated October 26, 2005Resale Registration Rights Agreement • October 26th, 2005 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 26, 2005, among EnPro Industries, Inc., a North Carolina corporation (together with any successor entity, herein referred to as the “Company”), Banc of America Securities LLC, as representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).
FIRST AMENDMENT TO LOAN DOCUMENTSLoan Documents • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
WITNESSETH:Consulting Agreement • March 22nd, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts
MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • August 1st, 2017 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
THIS AGREEMENT dated as of this 5th day of April, 2017 between Jon D. Rickers (the "Executive") and EnPro Industries, Inc., a North Carolina corporation (the "Company").
Exhibit 10.33 ------------- ENPRO INDUSTRIES, INC. DEATH BENEFITS AGREEMENT THIS DEATH BENEFITS AGREEMENT (the "Agreement") is made and entered into as of December 12, 2002, by and between ENPRO INDUSTRIES, INC., a North Carolina corporation (the...Death Benefits Agreement • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
ENPRO INDUSTRIES, INC. AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT FOR MANAGEMENT STOCK PURCHASE DEFERRAL PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED...Restricted Share Units Award Agreement • February 26th, 2016 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
Execution Version FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 1st, 2023 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 17, 2021 among ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Parent”), ENPRO HOLDINGS, INC., a North Carolina corporation (“EnPro Holdings”; the Parent and EnPro Holdings being each a “Domestic Borrower” and collectively, the “Domestic Borrowers”), certain Foreign Subsidiaries (as defined below) of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Domestic Borrowers, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 10.7 SHARE OPTION TRANSACTION [First Union Logo] DATE: MARCH 11, 2002 TO: COLTEC INDUSTRIES INC ADDRESS: FOUR COLISEUM CENTRE DRIVE 2730 WEST TYVOLA ROAD CHARLOTTE, NORTH CAROLINA 28217 ATTENTION: HOUGHTON LEWIS TELEPHONE: (704) 426-5534...Share Option Transaction • March 22nd, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts
SUPPLEMENTAL RETIREMENT AND DEATH BENEFITS AGREEMENTSupplemental Retirement and Death Benefits Agreement • November 9th, 2005 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
THIS AGREEMENT dated as of the 8th day of November, 2005, by and between EnPro Industries, Inc., a North Carolina corporation (the “Company”), and Richard L. Magee (the “Executive”);
PURCHASE AND SALE AGREEMENT by and among TCFII NXEDGE HOLDINGS LLC, TCFII NXEDGE LLC and ENPRO HOLDINGS, INC. dated as of November 4, 2021Purchase and Sale Agreement • November 5th, 2021 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of November 4, 2021, by and among TCFII NxEdge Holdings LLC, a Delaware limited liability company (“Seller”), TCFII NxEdge LLC, a Delaware limited liability company (the “Company”), and EnPro Holdings, Inc., a North Carolina corporation (“Buyer”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 8.
