EXECUTION COPY MARK IV INDUSTRIES, INC. $275,000,000 of 4 3/4% Convertible Subordinated Notes due 2004 Registration Rights Agreement October 29, 1997 BEAR, STEARNS & CO. INC. This Registration Rights Agreement (this "AGREEMENT") is made and entered...Registration Rights Agreement • November 7th, 1997 • Mark Iv Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledNovember 7th, 1997 Company Industry Jurisdiction
EXHIBIT 2 DISTRIBUTION AGREEMENTDistribution Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledAugust 12th, 2002 Company Industry Jurisdiction
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 14th, 2005 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
Contract Type FiledMarch 14th, 2005 Company Industry Jurisdiction
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
Contract Type FiledAugust 12th, 2002 Company Industry Jurisdiction
Form of Option Agreement under the Tekni-Plex, Inc. Stock Incentive PlanOption Agreement • September 28th, 2007 • Tekni Plex Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
Contract Type FiledSeptember 28th, 2007 Company Industry Jurisdiction
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 13, 2000,Merger Agreement • June 15th, 2000 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
Contract Type FiledJune 15th, 2000 Company Industry Jurisdiction
WITNESSETH:Asset Purchase Agreement • March 25th, 1996 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledMarch 25th, 1996 Company Industry Jurisdiction
FURON COMPANY andRights Agreement • April 30th, 1999 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledApril 30th, 1999 Company Industry Jurisdiction
AMENDMENT NO. 1 TORights Agreement • June 15th, 2000 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
Contract Type FiledJune 15th, 2000 Company Industry Jurisdiction
EXHIBIT 4.11 GUARANTEE AGREEMENTGuarantee Agreement • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledMarch 18th, 2003 Company Industry Jurisdiction
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
Contract Type FiledAugust 12th, 2002 Company Industry Jurisdiction
RECITALSChange in Control Agreement • May 30th, 1997 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • California
Contract Type FiledMay 30th, 1997 Company Industry Jurisdiction
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Indiana
Contract Type FiledDecember 30th, 1999 Company Industry Jurisdiction
EXHIBIT 10.14 FURON COMPANYPurchase Agreement • April 9th, 1998 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledApril 9th, 1998 Company Industry Jurisdiction
EXHIBIT 10.15 ================================================================= =============== REGISTRATION RIGHTS AGREEMENT Dated as of March 4, 1998Registration Rights Agreement • April 9th, 1998 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledApril 9th, 1998 Company Industry Jurisdiction
EXHIBIT 10.5 CONTRIBUTION AGREEMENTContribution Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledAugust 12th, 2002 Company Industry Jurisdiction
ANDCredit Agreement • November 15th, 1996 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledNovember 15th, 1996 Company Industry Jurisdiction
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
Contract Type FiledAugust 28th, 2014 Company Industry JurisdictionThis 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
Contract Type FiledMarch 18th, 2003 Company Industry Jurisdiction
INDENTUREIndenture • November 7th, 1997 • Mark Iv Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledNovember 7th, 1997 Company Industry Jurisdiction
ARTICLE 1Stock Option Agreement • September 24th, 1999 • Fcy Acquisition Corp • Gaskets, packg & sealg devices & rubber & plastics hose • California
Contract Type FiledSeptember 24th, 1999 Company Industry Jurisdiction
1 EXHIBIT 10.9 March 19, 1996 Mr. Peter Churm 67 Monarch Bay Dana Point, CA 92629-3459 Re: Consulting Agreement Dear Pete: This will confirm that: 1. Effective February 4, 1996, Furon retained you to provide management consulting services for Furon's...Consulting Agreement • March 25th, 1996 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose
Contract Type FiledMarch 25th, 1996 Company Industry
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
Contract Type FiledMarch 18th, 2003 Company Industry Jurisdiction
1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of January, 1999, by and between WYNN'S INTERNATIONAL, INC., a Delaware corporation with its principal offices in Orange,...Employment Agreement • March 26th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
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W I T N E S S E T H :Deferred Compensation Agreement • March 28th, 1996 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • California
Contract Type FiledMarch 28th, 1996 Company Industry Jurisdiction
1 - 2 "Acquisition" means any transaction, or any series of related transactions, by which Borrower and/or any of its Subsidiaries directly or indirectly (i) acquires any going business or all or substantially all of the assets of any firm,...Credit Agreement • March 25th, 1996 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • California
Contract Type FiledMarch 25th, 1996 Company Industry Jurisdiction
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of January, 1999, by and between WYNN'S INTERNATIONAL, INC., a Delaware corporation with its principal offices in Orange,...Employment Agreement • March 26th, 1999 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
Contract Type FiledMarch 26th, 1999 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2013 • STERLING CONSOLIDATED Corp • Gaskets, packg & sealg devices & rubber & plastics hose • Nevada
Contract Type FiledAugust 20th, 2013 Company Industry JurisdictionThis REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 19, 2013 (the “Execution Date”), is entered into by and Sterling Consolidated Corporation, a Nevada corporation with its principal executive office at 1105 Green Grove Road, Neptune, New Jersey 07753 (the “Company”), and SurePoint Capital Management LLC, a Delaware limited liability company (the “Investor”), with its principal executive officers at 27 Monmouth Street, Red Bank, NJ 07701.
AGREEMENTMerger Agreement • November 27th, 1996 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • Ohio
Contract Type FiledNovember 27th, 1996 Company Industry Jurisdiction
R E C I T A L S A. The Indemnitee is currently serving or has agreed to serve as an officer of the Company and in such capacity has rendered or will render valuable services to the Company. B. The Company has investigated the availability and...Indemnification Agreement • March 25th, 1997 • Wynns International Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware
Contract Type FiledMarch 25th, 1997 Company Industry Jurisdiction
FIRST AMENDMENT TO RIGHTS AGREEMENT BETWEEN MARK IV INDUSTRIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • June 2nd, 1999 • Mark Iv Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose
Contract Type FiledJune 2nd, 1999 Company Industry
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
Contract Type FiledOctober 17th, 2018 Company Industry JurisdictionThis 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
Contract Type FiledAugust 12th, 2002 Company Industry Jurisdiction
INVESTMENT AGREEMENTInvestment Agreement • August 20th, 2013 • STERLING CONSOLIDATED Corp • Gaskets, packg & sealg devices & rubber & plastics hose • Nevada
Contract Type FiledAugust 20th, 2013 Company Industry JurisdictionThis INVESTMENT AGREEMENT (the “Agreement”), dated as of August 19, 2013 (the “Execution Date”), is entered into by and between Sterling Consolidated Corporation, a Nevada corporation with its principal executive office at 1105 Green Grove Rd., Neptune, NJ 07753 (the “Company”), and Surepoint Capital Management LLC., a Delaware limited liability company (the “Investor”), with its principal executive officers at 27 Monmouth Street, Red Bank N.J. 07701.
1 EXHIBIT 10.13 AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT ------------------------------------------------------------------------------- -Credit Agreement • April 9th, 1998 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Contract Type FiledApril 9th, 1998 Company Industry Jurisdiction