EX-4.1



 Exhibit 4.1 

ENPRO INDUSTRIES, INC., 
 as the
Company, 
 the Guarantors party hereto, 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 

EIGHTH SUPPLEMENTAL INDENTURE 

Dated as of March 24, 2017 

5.875% Senior Notes due 2022 







 EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
March 24, 2017, among ENPRO INDUSTRIES, INC. (the “Company”), the Guarantors party hereto (the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Company, the Guarantors and the Trustee are party to an indenture, dated as of September 16, 2014 (as amended, supplemented
or otherwise modified, the “Indenture”), providing for the issuance of the Company’s 5.875% Senior Notes due 2022, initially in the aggregate principal amount of $300,000,000, and, pursuant hereto, in an additional aggregate
principal amount of $150,000,000 (the “Additional Securities”); 
 WHEREAS, Section 9.01(13) of the Indenture provides
that the Company may amend the Indenture to provide for the issuance of Additional Notes; 
 WHEREAS, the Company wishes to issue the
Additional Securities as Additional Notes (as defined in the Indenture) under the Indenture pursuant to Section 2.01 of the Indenture and as permitted by Section 4.03 of the Indenture; 

WHEREAS, in connection with the issuance of the Additional Securities, the Company and the Guarantors have each duly authorized the execution
and delivery of this Supplemental Indenture; and 
 WHEREAS, pursuant to Sections 2.01 and 9.01 of the Indenture, the parties hereto are
authorized to execute and deliver this Supplemental Indenture; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the benefit of the holders of the Notes as follows: 

1.    Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or
recitals hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the
benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section
hereof. 
 2.    Additional Notes. As of the date hereof, the Company will issue the Additional Securities. The
Additional Securities issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Section 2.01 of the Indenture and shall be consolidated with and form a single class with the Initial Notes previously
established pursuant to the Indenture. The Additional Securities shall have the same terms and conditions in all respects as the Initial Notes, except that (i) the issue date of the Additional Securities shall be March 24, 2017, (ii)
interest shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from March 15, 2017, until the principal of the Additional Securities is due,
(iii) the issue price shall be 101.0% of the principal 







 
amount thereof, plus accrued interest from March 15, 2017 to the date hereof, (iv) the Additional Securities shall be subject to the Registration Rights Agreement, dated the date
hereof, among the Company, the Guarantors, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the initial purchasers, and (v) until the Additional Securities are registered and exchanged for Exchange Notes, the
Additional Securities will have different CUSIP numbers from the Initial Notes and will not be fungible with the Initial Notes. Subject to the foregoing, the Additional Securities shall be substantially in the form of Exhibit A to the Indenture. The
Additional Securities shall be issuable in whole or in part in the form of one or more Global Notes, in each case deposited upon issuance with the Trustee, as custodian for the Depository Trust Company, a New York corporation. 

3.    Aggregate Principal Amount. The aggregate principal amount of the Additional Securities that may be
authenticated and delivered pursuant to this Supplemental Indenture shall be $150.0 million. 

4.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 5.    Definition Amendments for
Additional Notes. 
 (a)    The definition of “Regulation S Notes” in Appendix A of the Indenture is
amended to read as follows: “Regulation S Notes” means all Initial Notes and Additional Notes offered and sold outside the United States in reliance on Regulation S. 

(b)    The definition of “Rule 144A Notes” in Appendix A of the Indenture is amended to read as follows:
“Rule 144A Notes” means all Initial Notes and Additional Notes offered and sold to QIBs in reliance on Rule 144A. 

6.    Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. 
 7.    Trustee Makes No Representation. The Trustee accepts the amendments
of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with
respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company and the Guarantors, in each case, by action or otherwise,
(iii) the due execution hereof by the Company and the Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.     

  
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 8.    Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this
Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental
Indenture and signature pages for all purposes. 
 9.    Effect of Headings. The Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here. 

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	ENPRO INDUSTRIES, INC.
		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	General Counsel, Chief Administrative
		 	Officer and Secretary
	
	 APPLIED SURFACE TECHNOLOGY, INC.,

as Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President
	
	 BELFAB, INC.,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President
	
	 COLTEC INTERNATIONAL SERVICES CO.,

as Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Chairman, President and CEO
	
	 COMPRESSOR PRODUCTS INTERNATIONAL LLC,

as Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President and Secretary


  

  
 [Signature Pages to
Eighth Supplemental Indenture] 









			
	 ENPRO ASSOCIATES, LLC,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President and Secretary
	
	 ENPRO HOLDINGS, INC.,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President and Secretary
	
	 FAIRBANKS MORSE, LLC,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President
	
	 GARLOCK HYGIENIC TECHNOLOGIES, LLC,

as Guarantor

		
	By:	 	 /s/ Christopher Drake

	Name:	 	Christopher Drake
	Title:	 	Vice President and Secretary
	
	 GARLOCK PIPELINE TECHNOLOGIES, INC.,

as Guarantor

		
	By:	 	 /s/ Christopher Drake

	Name:	 	Christopher Drake
	Title:	 	Vice President and Assistant Secretary



  
 [Signature Pages to
Eighth Supplemental Indenture] 








 
			
	 GGB, INC.,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President and Secretary
	
	 GGB LLC,
 as Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President and Secretary
	
	 STEMCO KAISER INCORPORATED,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President
	
	 STEMCO LP,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President
	
	 STEMCO PRODUCTS, INC.,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President



  
 [Signature Pages to
Eighth Supplemental Indenture] 








 
			
	 TECHNETICS GROUP DAYTONA, INC.,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President
	
	 TECHNETICS GROUP LLC,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President
	
	 TECHNETICS GROUP OXFORD, INC.,
 as
Guarantor

		
	By:	 	 /s/ Robert S. McLean

	Name:	 	Robert S. McLean
	Title:	 	Vice President



  
 [Signature Pages to
Eighth Supplemental Indenture] 








 
			
	 U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Trustee

		
	By:	 	 /s/ Allison Lancaster - Poole

	Name:	 	Allison Lancaster - Poole
	Title:	 	Vice President



  
 [Signature Pages to
Eighth Supplemental Indenture]