Enpro Industries Inc Sample Contracts

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EXHIBIT 4.11 GUARANTEE AGREEMENT
Guarantee Agreement • March 18th, 2003 • 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 AGREEMENT
Contribution Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
Among
Credit 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.

EXHIBIT 2 DISTRIBUTION AGREEMENT
Distribution Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
EXHIBIT 4.7 RIGHTS AGREEMENT Dated as of May 31, 2002
Rights Agreement • May 31st, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • New York
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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 AGREEMENT
Transition Services Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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.

FORM OF
Enpro Industries Inc • March 22nd, 2002 • Guided missiles & space vehicles & parts • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2005 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
EXHIBIT 10.3 EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • August 12th, 2002 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • 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.

FIRST AMENDMENT TO LOAN DOCUMENTS
Loan Documents • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
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WITNESSETH:
Management Continuity Agreement • March 18th, 2003 • Enpro Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • North Carolina
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 AGREEMENT
Credit 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.

Exhibit 2.1 =================================================================== ============= DISTRIBUTION AGREEMENT
Distribution Agreement • March 22nd, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • New York
RECITALS
Director and Officer Indemnification Agreement • May 16th, 2002 • Enpro Industries Inc • Guided missiles & space vehicles & parts • North Carolina
MANAGEMENT CONTINUITY AGREEMENT
Management 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”).

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 Trustee
Supplemental Indenture • 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).

150,000,000 AGGREGATE PRINCIPAL AMOUNT ENPRO INDUSTRIES, INC. DUE 2015 Resale Registration Rights Agreement dated October 26, 2005
Resale 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).

MANAGEMENT CONTINUITY AGREEMENT
Management 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").

Execution Version FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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.

SUPPLEMENTAL RETIREMENT AND DEATH BENEFITS AGREEMENT
Supplemental 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”);

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