exv10w1






Exhibit 10.1




FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY

AGREEMENT AND AMENDMENT TO OTHER LOAN DOCUMENTS




     THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO
OTHER LOAN DOCUMENTS (this “Amendment”) is made and entered into as of June 4, 2010, by and
among COLTEC INDUSTRIES INC, a Pennsylvania corporation (“Coltec”), COLTEC INDUSTRIAL
PRODUCTS LLC, a Delaware limited liability company (“CIP”), GARLOCK SEALING TECHNOLOGIES
LLC, a North Carolina limited liability company (and the legal entity resulting from the conversion
of Garlock Sealing Technologies LLC from a Delaware limited liability company to a North Carolina
limited liability company) (“Garlock Sealing”), GGB LLC, a Delaware limited liability
company (“Garlock Bearing”), CORROSION CONTROL CORPORATION, a Colorado corporation
(“CCC”), STEMCO LP, a Texas limited partnership (“Stemco LP (TX)”) and V. W. KAISER
ENGINEERING, INCORPORATED, a Michigan corporation (“Kaiser”; Coltec, CIP, Garlock Sealing,
Garlock Bearing, CCC, Stemco LP (TX), and Kaiser each being individually referred to herein as a
“Borrower” and collectively as “Borrowers”); ENPRO INDUSTRIES, INC., a North
Carolina corporation (“Parent”); QFM SALES AND SERVICES, INC., a Delaware corporation
(“QFM”), COLTEC INTERNATIONAL SERVICES CO., a Delaware corporation (“Coltec
International”), GARRISON LITIGATION MANAGEMENT GROUP, LTD., a North Carolina corporation (and
the legal entity resulting from the conversion of Garrison Litigation Management Group, Ltd. from a
Delaware corporation to a North Carolina corporation) (“Garrison”), GGB, INC., a Delaware
corporation (“GGB”), GARLOCK INTERNATIONAL INC., a Delaware corporation (“Garlock
International”), GARLOCK OVERSEAS CORPORATION, a Delaware corporation (“Garlock
Overseas”), STEMCO HOLDINGS, INC., a Delaware corporation (“Stemco Holdings”),
COMPRESSOR PRODUCTS HOLDINGS, INC., a Delaware corporation (“CPH”), and COMPRESSOR SERVICES
HOLDINGS, INC., a Delaware corporation (“CSH”; QFM, Coltec International, Garrison, GGB,
Garlock International, Stemco Holdings, CPH, Garlock Overseas and CSH each being individually
referred to herein as a “Subsidiary Guarantor” and collectively as “Subsidiary
Guarantors,” and together with Parent, “Guarantors”), and BANK OF AMERICA, N.A., a
national banking association, in its capacity as collateral and administrative agent (together with
its successors in such capacity, the “Agent”) for the Lenders (as such term is defined
below) and the Required Lenders (as defined in the Loan Agreement (as such term is defined below))
signatory hereto.



Recitals:




     Parent, Borrowers, Subsidiary Guarantors, Agent and the various financial institutions party
thereto from time to time (the “Lenders”) are parties to that certain Amended and Restated
Loan and Security Agreement dated April 26, 2006, as amended by a letter amendment dated August 21,
2007, a letter consent and amendment dated December 16, 2008, a letter amendment dated April 30,
2009, and a Fourth Amendment to Amended and Restated Loan and Security Agreement and Amendment to
Other Loan Documents dated February 26, 2010 (as so amended and as at any other time amended,
restated, modified or supplemented, the “Loan Agreement”), pursuant to which Agent and the
Lenders have extended certain loans and other financial accommodations to Borrowers.



     Borrowers have informed Agent and Lenders that on or before the Effective Date (as
defined in Section 14 below), Garlock Sealing, Garrison and The Anchor Packing Company, a
North Carolina corporation (“Anchor”) intend to file voluntary petitions for relief under
chapter 11 of the Bankruptcy Code in jointly administered cases in the United States Bankruptcy
Court for the Western District of North Carolina (the “Bankruptcy Court”) with the
intention of creating a trust pursuant to Section 524(g) of the Bankruptcy Code to address and
resolve all current and future asbestos claims (such chapter 11 cases are collectively referred to
herein as the “524(g) Proceeding”), and in connection with the filing of



 









 




the 524(g) Proceeding, Bank of America, N.A. (the “DIP Lender”) intends to establish
the DIP Credit Facility (as defined in Section 1 below). Pursuant to the credit facility
established under the Loan Agreement, the Garlock Sealing Letter of Credit (as defined in
Section 1 below) is currently outstanding. Borrowers have requested that Agent and each
Lender consent to the rollover of the Garlock Sealing Letter of Credit from the credit facility
established under the Loan Agreement to the DIP Credit Facility (the “Letter of Credit
Rollover”), such that the Garlock Sealing Letter of Credit shall be deemed issued and an
obligation under, and be secured by the Liens granted in connection with, the DIP Credit Facility
(the “Letter of Credit Rollover Request”).




     In connection with and in anticipation of the 524(g) Proceeding, Borrowers have requested that
Agent and each Lender agree to amend the Loan Agreement and the other Loan Documents to provide
that, effective on the Effective Date, (a) Garlock Sealing will no longer be deemed a “Borrower,”
an “Obligor,” a “Pledgor” or a “Subsidiary” under the Loan Agreement or the other Loan Documents
and will not be obligated or liable as a “Borrower,” an “Obligor” a “Pledgor” or a “Subsidiary”
thereunder for or with respect to any Obligations arising or existing under the Loan Documents on
or after the Effective Date except for the Excluded Obligations (as defined in Section 1
below and subject to Section 2(b) below), (b) Agent releases its Liens upon the assets of
Garlock Sealing (collectively, the requested amendment and release in the foregoing clauses (a) and
(b) are hereinafter referred to as the “Garlock Sealing Request”), (c) Garrison will no
longer be deemed a “Subsidiary Guarantor,” a “Guarantor,” an “Obligor,” a “Pledgor” or a
“Subsidiary” under the Loan Agreement or the other Loan Documents and will not be obligated or
liable as a “Subsidiary Guarantor,” a “Guarantor,” an “Obligor,” a “Pledgor” or a “Subsidiary”
thereunder for or with respect to any Obligations arising or existing under the Loan Documents on
or after the Effective Date except for the Excluded Obligations (subject to Section 2(b)
below), (d) Agent releases its Liens upon the assets of Garrison (collectively, the requested
amendment and release in the foregoing clauses (c) and (d) are hereinafter referred to as the
“Garrison Request”), (e) Garlock International will no longer be deemed a “Subsidiary
Guarantor,” a “Guarantor,” an “Obligor,” a “Pledgor” or a “Subsidiary” under the Loan Agreement or
the other Loan Documents and will not be obligated or liable as a “Subsidiary Guarantor,” a
“Guarantor,” an “Obligor,” a “Pledgor” or a “Subsidiary” thereunder for or with respect to any
Obligations arising or existing under the Loan Documents on or after the Effective Date except for
the Excluded Obligations (subject to Section 2(b) below), (f) Agent releases its Liens upon
the assets of Garlock International (collectively, the requested amendment and release in the
foregoing clauses (e) and (f) are hereinafter referred to as the “Garlock International
Request”), (g) Garlock Overseas will no longer be deemed a “Subsidiary Guarantor,” a
“Guarantor,” an “Obligor,” a “Pledgor” or a “Subsidiary” under the Loan Agreement or the other Loan
Documents and will not be obligated or liable as a “Subsidiary Guarantor,” a “Guarantor,” an
“Obligor,” a “Pledgor” or a “Subsidiary” thereunder for or with respect to any Obligations arising
or existing under the Loan Documents on or after the Effective Date except for the Excluded
Obligations (subject to Section 2(b) below), (h) Agent releases its Liens upon the assets
of Garlock Overseas (collectively, the requested amendment and release in the foregoing clauses (g)
and (h) are hereinafter referred to as the “Garlock Overseas Request”), and (i) each direct
or indirect Foreign Subsidiary of Garlock Sealing will no longer be deemed a “Subsidiary” under the
Loan Agreement or the other Loan Documents (the “Foreign Subsidiary Request”; the Garlock
Sealing Request, the Garrison Request, the Garlock International Request, the Garlock Overseas
Request and the Foreign Subsidiary Request are collectively referred to herein as the
“Requests” and individually as a “Request”).



     Borrowers have also requested that, during the Interim Cash Collateral Period (as defined in
Section 1 below), Agent and each Lender consent to the use by Garlock Sealing and Garrison
of certain amounts of cash constituting the proceeds of Collateral as hereinafter set forth (the
“Cash Collateral Request”).



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     Borrowers have also informed Agent and the Lenders that Kaiser proposes to change its name
from “V. W. Kaiser Engineering, Incorporated, a Michigan corporation” to “STEMCO Kaiser
Incorporated, a Michigan corporation” (“Stemco Kaiser”) pursuant to documentation
satisfactory to Agent (collectively, the “Kaiser Name Change Documents”), and that, after
giving effect to such name change, Kaiser will remain in existence as a Michigan corporation and
will remain a Borrower under the Loan Agreement and the other Loan Documents (the name change being
referred to herein as the “Kaiser Name Change”). Because Section 10.2.1 of the
Loan Agreement prohibits any Obligor from changing its name except in connection with a Permitted
Merger/Liquidation, Borrowers have requested that Agent and the Lenders consent to the Kaiser Name
Change.



     Subject to the terms and conditions contained herein, Agent and each Lender is willing to
amend the Loan Agreement and the other Loan Documents and consent to the Requests, the Cash
Collateral Request, the Letter of Credit Rollover Request, and the Kaiser Name Change.



     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable
consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



     1. Definitions. All capitalized terms used in this Amendment, unless otherwise
defined herein, shall have the meanings ascribed to such terms in the Loan Agreement. As used in
this Amendment, the following terms shall have the following meanings:




     “Chapter 11 Borrowers” shall mean Garlock Sealing and Garrison.




     “DIP Credit Facility” shall mean the senior secured
debtor-in-possession credit facility established by the DIP Lender in favor of the
Chapter 11 Borrowers in an amount up to $10,000,000.




     “DIP Loan Agreement” shall mean a Post-Petition Loan and Security
Agreement by and among the Chapter 11 Borrowers and the DIP Lender.




     “Excluded Obligations” shall mean the following Obligations of Garlock
Sealing, Garrison, Garlock International and Garlock Overseas: (a) all Obligations
of Garlock Sealing, Garrison, Garlock International and Garlock Overseas with
respect to Banking Relationship Debt of Garlock Sealing, Garrison, Garlock
International and Garlock Overseas to Bank of America, N.A. or any of its Affiliates
on the Effective Date, and (b) all Obligations of Garlock Sealing under or with
respect to the Garlock Sealing Letter of Credit.




     “Garlock Sealing Letter of Credit” shall mean Letter of Credit Number
68031426, in the face amount of $4,721,323.44, currently outstanding for the account
of Garlock Sealing.




     “Interim Cash Collateral Period” shall mean the period commencing on
the date the 524(g) Proceeding is filed and ending on the sooner to occur of (a)
June 20, 2010 and (b) the date the Interim DIP Financing Order (as defined in
Section 14 below) is entered.



     2. Release of Garlock Sealing, Garrison, Garlock International and Garlock Overseas as
Obligors; Release of Agent’s Liens.



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     (a) Subject to the satisfaction of the conditions precedent set forth in Section 14 of
this Amendment and effective upon the Effective Date, Agent and Lenders hereby:




     (i) Release and discharge Garlock Sealing from all liability with respect to
the Obligations (other than the Excluded Obligations, subject to Section
2(b)) and from any and all other obligations, covenants and liabilities under
the Loan Agreement and the other Loan Documents, in each case to the extent that
they arise or exist upon or after the Effective Date;




     (ii) Release and discharge Garrison from all liability with respect to the
Obligations (other than the Excluded Obligations, subject to Section 2(b))
and from any and all other obligations, covenants and liabilities under the Loan
Agreement and the other Loan Documents, in each case to the extent that they arise
or exist upon or after the Effective Date;




     (iii) Release and discharge Garlock International from all liability with
respect to the Obligations (other than the Excluded Obligations, subject to
Section 2(b)) and from any and all other obligations, covenants and
liabilities under the Loan Agreement and the other Loan Documents, in each case to
the extent that they arise or exist upon or after the Effective Date;




     (iv) Release and discharge Garlock Overseas from all liability with respect to
the Obligations (other than the Excluded Obligations, subject to Section
2(b)) and from any and all other obligations, covenants and liabilities under
the Loan Agreement and the other Loan Documents, in each case to the extent that
they arise or exist upon or after the Effective Date;




     (v) Acknowledge and agree that Garlock Sealing shall no longer be deemed a
“Borrower,” an “Obligor,” a “Pledgor” or a “Subsidiary” under the Loan Agreement or
the other Loan Documents to which Garlock Sealing is a party;




     (vi) Acknowledge and agree that Garrison shall no longer be deemed a
“Subsidiary Guarantor,” a “Guarantor,” an “Obligor,” a “Pledgor” or a “Subsidiary”
under the Loan Agreement or the other Loan Documents to which Garrison is a party;




     (vii) Acknowledge and agree that Garlock International shall no longer be
deemed a “Subsidiary Guarantor,” a “Guarantor,” an “Obligor,” a “Pledgor” or a
“Subsidiary” under the Loan Agreement or the other Loan Documents to which Garlock
International is a party;




     (viii) Acknowledge and agree that Garlock Overseas shall no longer be deemed a
“Subsidiary Guarantor,” a “Guarantor,” an “Obligor,” a “Pledgor” or a “Subsidiary”
under the Loan Agreement or the other Loan Documents to which Garlock Overseas is a
party;




     (ix) Acknowledge and agree that each direct or indirect Foreign Subsidiary of
Garlock Sealing shall no longer be deemed a “Subsidiary” under the Loan Agreement;
and



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     (x) Release all Liens granted by Garlock Sealing, Garrison, Garlock
International and Garlock Overseas in any of the Collateral pursuant to the Loan
Documents, provided that nothing contained in this Amendment shall constitute a
release or waiver of any Liens granted in connection with the DIP Credit Facility or
any offset rights in favor of Agent or such Lender with respect to Banking
Relationship Debt.


In furtherance of the foregoing, promptly after the Effective Date, Agent agrees to file, at
Borrowers’ expense, UCC termination statements with respect to Agent’s UCC financing statements
filed against each of Garlock Sealing, Garrison, Garlock International and Garlock Overseas with
the North Carolina Secretary of State and the Delaware Secretary of State and releases with respect
to the Intellectual Property of Garlock Sealing, Garrison, Garlock International and Garlock
Overseas, and Agent agrees to provide such additional release documentation, further assurances and
other cooperation reasonably requested by Borrowers to properly evidence and give effect to the
release of the Liens described above. Except for Agent’s release of its Lien upon the Property of
Garlock Sealing, Garrison, Garlock International and Garlock Overseas described in this Section,
Agent shall retain all of its Liens upon all other Collateral. Nothing contained herein shall be
deemed or construed to create a novation or accord and satisfaction, and the Loan Agreement and the
other Loan Documents shall remain in full force and effect with respect to all Obligors other than
Garlock Sealing, Garrison, Garlock International and Garlock Overseas (each such Obligor being
hereinafter referred to individually as a “Continuing Obligor” and collectively as
“Continuing Obligors”).




     (b) Agent, each Lender and each Borrower acknowledges and agrees that, on and after the
Effective Date:




     (i) The Excluded Obligations of Garlock Sealing and Garrison shall be deemed to
constitute obligations, liabilities and indebtedness under, and be governed by and
secured under, the DIP Loan Agreement, and Garlock Sealing and Garrison shall be
jointly and severally liable for such Excluded Obligations under the DIP Loan
Agreement;




     (ii) The Excluded Obligations of Garlock International shall be deemed to
constitute obligations, liabilities and indebtedness of Garlock International under,
and shall be governed by and secured under the guaranty and security agreements
executed and delivered by Garlock International in connection with the DIP Loan
Agreement;




     (iii) The Excluded Obligations of Garlock Overseas shall be deemed to
constitute obligations, liabilities and indebtedness of Garlock Overseas under, and
shall be governed by and secured under the guaranty and security agreements executed
and delivered by Garlock Overseas in connection with the DIP Loan Agreement;




     (iv) The Excluded Obligations shall no longer constitute Obligations under the
Loan Agreement or be the obligations or liabilities of the Continuing Obligors;




     (v) Indemnification Obligations of Garlock Sealing, Garrison, Garlock
International and Garlock Overseas under the Loan Agreement with respect to
transactions, events or occurrences on or before the Effective Date, all of which
shall survive the termination of any or all of the Loan Documents, shall no longer
be the obligations or liability of Garlock Sealing, Garrison, Garlock International
and Garlock Overseas under either the Loan Agreement or the DIP Loan Agreement, as
applicable;



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     (vi) Continuing Obligors shall be jointly and severally liable under the Loan
Agreement for the indemnification Obligations of Garlock Sealing, Garrison, Garlock
International and Garlock Overseas under the Loan Agreement with respect to
transactions, events or occurrences on or before the Effective Date, all of which
shall survive the termination of any or all of the Loan Documents; and




     (vii) Except as set forth hereinabove, each Continuing Obligor shall remain
jointly and severally liable for all Obligations under the Loan Agreement,
including, without limitation, all Obligations arising after the Effective Date.



     3. Acknowledgment and Consent of Continuing Obligors. For the avoidance of doubt,
each Continuing Obligor hereby consents to each of the Requests and acknowledges and agrees that,
upon the Effective Date, (a) neither the Garlock Sealing Request, the Garrison Request, the Garlock
International Request, the Garlock Overseas Request, nor anything contained in this Amendment
(other than Section 2(b)(ii) with respect to the Excluded Obligations) shall modify in any
respect whatsoever any Continuing Obligor’s Obligations, covenants, duties, indebtedness and
liabilities as a Borrower or Guarantor, as applicable, under the Loan Agreement and the other Loan
Documents, all of which are hereby ratified, reaffirmed and shall remain in full force and effect,
(b) the Loan Agreement and the other Loan Documents to which each Continuing Obligor is a party are
the legal, valid and binding obligations of such Continuing Obligor that are enforceable against
such Continuing Obligor in accordance with the terms thereof, and (c) except as set forth in
Section 2(b)(ii) with respect to the Excluded Obligations, each Continuing Obligor shall
remain jointly and severally liable for all Obligations, including, without limitation, any and all
Claims that may be asserted by any Indemnitee against Garlock Sealing or Garrison, or both of them,
which Obligations shall remain fully secured by Agent’s Liens upon the Collateral.



     4. Cash Collateral Request. Subject to the terms and conditions set forth in this
Section 4, from and after the date of this Amendment, Agent and each Lender hereby consent
to the Cash Collateral Request, provided that, such consent shall extend only to
the use by Garlock Sealing and Garrison of cash constituting the proceeds of Collateral in an
aggregate amount not greater than $4,000,000, during the Interim Cash Collateral Period.
Thereafter, Agent’s and each Lender’s consent to the Cash Collateral Request set forth in this
Section 4 shall no longer be effective. For the avoidance of doubt, Agent’s and each
Lender’s consent to the Cash Collateral Request set forth in this Section 4 is not
conditioned upon the satisfaction of the conditions precedent set forth in Section 14 of
this Amendment.



     5. Letter of Credit Rollover Request. Subject to the satisfaction of each of the
conditions set forth in this Amendment, Agent and each Lender hereby consent to the Letter of
Credit Rollover Request.



     6. Kaiser Name Change.



     (a) Subject to the satisfaction of each of the conditions set forth in Section 15 of
this Amendment, Agent and each Lender hereby consent to the Kaiser Name Change. Notwithstanding
the foregoing, Kaiser hereby acknowledges and agrees that, after giving effect to the Kaiser Name
Change, it shall remain a “Borrower” under the Loan Agreement and the other Loan Documents, and
affirms that nothing contained herein shall modify in any respect whatsoever its Obligations as a
Borrower under the Loan Agreement and the other Loan Documents, which Obligations are and shall
remain in full force and effect, both before and after giving effect to the Kaiser Name Change.



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     (b) Kaiser hereby acknowledges and agrees that, prior to giving effect to the Kaiser Name
Change, Kaiser granted to Agent, for the benefit of the Secured Parties, a security interest in and
Lien upon all Collateral of Kaiser to secure the prompt payment and performance of all of the
Obligations, and such security interest in and Lien upon all Collateral of Kaiser will continue in
the Collateral of Stemco Kaiser after giving effect to the Kaiser Name Change with full force and
effect and without interruption or release of any kind. Kaiser hereby grants and re-grants to
Agent, for the benefit of the Secured Parties, to secure the prompt payment and performance of all
of the Obligations, a continuing security interest in and Lien upon all Collateral of Kaiser after
giving effect to the Kaiser Name Change.



     (c) Kaiser authorizes Agent to take all actions deemed necessary or advisable by Agent at the
time of or after giving effect to the Kaiser Name Change to perfect, or maintain and continue the
perfection of, the Liens granted under the Loan Agreement and the other Loan Documents without
interruption or release of any kind, including, without limitation, the filing of financing
statements and amendments thereto against Stemco Kaiser in such jurisdictions as Agent may require
describing the Collateral covered thereby as “debtor’s inventory, accounts, general intangibles,
documents, instruments, chattel paper, investment property, deposit accounts, letter-of-credit
rights, all products and proceeds of the foregoing, and other property, and in each case whether
now owned or existing or hereafter created, acquired or arising and wherever located” or words of
similar import.



     (d) For avoidance of doubt, each Obligor other than Kaiser hereby consents to the Kaiser Name
Change and acknowledges that, upon the consummation of the Kaiser Name Change, Kaiser shall remain
and Stemco Kaiser shall be a Borrower under the Loan Agreement and each of the other Loan Documents
notwithstanding the Kaiser Name Change and without further action by any Person.



     7. Amendments to Loan Agreement and Other Loan Documents. The Loan Agreement is
hereby amended as follows:



     (a) By deleting the definitions of “Aggregate Revolver Outstandings,” “Applicable
Margin,” “Availability,” “Borrowing Base,” “Borrowing Base
Certificate,” “CIP/GGB Pledge Agreement,” “Coltec/Stemco Subordinated
Guaranty,” “Coltec Subordinated Note,” “LC Conditions,” “Net Amount,”
“Payment Account,” “Permitted Mergers/Liquidations,” “Revolver Commitment,”
“Stemco Pledge Agreement,” “Stemco Subordinated Note,” and “Stemco
Subordination Agreement” set forth in Section 1.1 of the Loan Agreement, and by
substituting in lieu thereof the following new definitions, respectively, in proper alphabetical
sequence:




     Aggregate Revolver Outstandings — at any date of determination, without
duplication, the sum of (a) the unpaid balance of Revolver Loans, (b) the aggregate
amount of Pending Revolver Loans, (c) one hundred percent (100%) of the aggregate
undrawn face amount of all outstanding Letters of Credit, and (d) the aggregate
amount of any unpaid reimbursement obligations in respect of Letters of Credit.




     Applicable Margin — a percentage on a per annum basis equal to 1.00%
with respect to Revolver Loans that are Base Rate Loans and 2.00% with respect to
Revolver Loans that are LIBOR Loans, provided, that, following Agent’s
receipt of the financial statements and Compliance Certificate required pursuant to
Section 10.1.3 for each Fiscal Quarter ending on or after June 30, 2010, the
Applicable Margin shall be increased or (if no Default or Event of Default exists)
decreased (provided, that upon any waiver or cure of an applicable Event of Default,
the decrease to the Applicable Margin shall be



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implemented on the Business Day next succeeding the date of such waiver or
cure), based upon Average Availability, as follows:



	 	 	 	 	 	 	 	 	 	 	 
	Level	 	Average Availability	 	LIBOR Loans	 	Base Rate Loans
	I

	 	<$20,000,000
	 	 	2.50	%	 	 	1.50	%
	II

	 	>$20,000,000 - <$40,000,000
	 	 	2.25	%	 	 	1.25	%
	III

	 	>$40,000,000 - <$60,000,000
	 	 	2.00	%	 	 	1.00	%







     The Applicable Margin shall be subject to reduction or increase, as applicable
and as set forth in the table above, on a quarterly basis according to Average
Availability for the Fiscal Quarter period ending on the last day of each Fiscal
Quarter. Except as set forth in the last sentence hereof (or in the parenthetical
set forth above), any such increase or reduction in the Applicable Margin provided
for herein shall be effective three (3) Business Days after receipt by Agent of the
financial statements and corresponding Compliance Certificate for each Fiscal
Quarter. If the financial statements and the Compliance Certificate are not
received by Agent by the date required pursuant to Section 10.1.3 (after giving
effect to the applicable cure period set forth in Section 12.1.3), at the election
of the Required Lenders the Applicable Margin shall be determined based on Level I
in the above table until such time as such financial statements and Compliance
Certificate are received and any Event of Default resulting from a failure timely to
deliver such financial statements or Compliance Certificate is waived in writing by
Agent and Lenders; provided, however, that Agent and Lenders shall
be entitled to accrue and receive interest at the Default Rate to the extent
authorized by Section 3.1.5; provided, further, that no change shall
be made in the levels set forth above solely due to any termination of the
Commitments and, in such event, the levels shall be determined as of the date of
such termination and shall no longer be subject to reduction or increase.




     Availability — on any date with respect to Borrowers, an amount equal
to on such date (i) the lesser of (a) the Revolver Commitments and (b) the Borrowing
Base, minus (ii) the Aggregate Revolver Outstandings with respect to all
Borrowers, minus (iii) without duplication, Availability Reserves allocated
by Agent to any Borrower.




     Borrowing Base — on any date of determination thereof, an amount equal
to (i) the sum of (a) 85% of the Net Amount of Eligible Accounts of Borrowers on
such date plus (b) the Inventory Formula Amount minus (ii) the
Availability Reserve.




     Borrowing Base Certificate — a certificate, in the form reasonably
requested by Agent, by which Borrowers shall certify to Agent and Lenders, with such
frequency as required herein, the calculation of the Borrowing Base, including a
calculation of each component thereof, all in such detail as shall be reasonably
satisfactory to Agent.



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     CIP/GGB Pledge Agreement — the Amended and Restated Pledge Agreement
dated as of January 1, 2010, executed by Coltec in favor of Garlock Sealing,
pursuant to which Coltec grants Garlock Sealing a Lien in the Membership Interests.




     Coltec/Stemco Subordinated Guaranty – the Amended and Restated Guaranty
Agreement dated as of January 1, 2010, pursuant to which Coltec guaranties the
obligations under the Stemco Subordinated Note.




     Coltec Subordinated Note – the amended and restated subordinated
promissory note dated as of January 1, 2010, made by Coltec and payable to the order
of Garlock Sealing in the original principal amount of $73,381,000.




     LC Conditions — the following conditions, the satisfaction of each of
which is required before Issuing Bank shall be obligated to issue a Letter of
Credit: (i) each of the conditions set forth in Section 11 has been and continues to
be satisfied, including the absence of any Default or Event of Default; (ii) after
giving effect to the issuance of the requested Letter of Credit and all other
unissued Letters of Credit for which an LC Application has been signed by a Borrower
and approved by Agent and Issuing Bank, the LC Obligations would not exceed
$30,000,000 and no Out-of-Formula Condition would exist, and, if no Revolver Loans
are outstanding, the LC Obligations do not, and would not upon the issuance of the
requested Letter of Credit, exceed Availability; (iii) such Letter of Credit (A)
satisfies each of the LC Expiry Date Conditions or (B) otherwise constitutes an
Extended Term Letter of Credit; (iv) the currency in which payment is to be made
under the Letter of Credit is Dollars or, with Issuing Bank’s consent, another
currency in which Issuing Bank issues letters of credit; and (v) the form of the
proposed Letter of Credit is reasonably satisfactory to Agent and Issuing Bank,
provides for sight drafts only and does not contain any language that automatically
increases the amount available to be drawn under the Letter of Credit.




     Net Amount — on any date of determination thereof, the face amount of
Accounts of Borrowers on such date less any and all returns, rebates, discounts
(which may, at Agent’s option, be calculated on shortest terms), credits, allowances
or sales, excise or other similar Taxes at any time issued, owing, claimed by
Account Debtors, granted, outstanding or payable in connection with, or any interest
accrued on the amount of, such Accounts at such date.




     Payment Account — one or more accounts maintained by Agent to which all
monies from time to time deposited to a Dominion Account shall be transferred and
all other payments shall be sent in immediately available federal funds.




     Permitted Mergers/Liquidations — any merger or consolidation of (i) a
Borrower with any other Borrower (or any liquidation of a Borrower in which its
assets are contributed to another Borrower), (ii) any Subsidiary of any Borrower
with or into any Borrower (or any liquidation of any such Subsidiary in which its
assets are contributed to a Borrower), and (iii) any Subsidiary of any Borrower with
any Subsidiary of such Borrower or any other Borrower (or any liquidation of such
Subsidiary in which its assets are contributed to another Subsidiary of such
Borrower or any other Borrower); provided, that, in any such case described
in clauses (i), (ii) and (iii) above, (a) the surviving Person in
any such merger or consolidation shall be a Wholly Owned Subsidiary of Parent and



- 9 -









 






(b) in no event whatsoever shall any Dormant Subsidiary be a party to any such
merger or consolidation or liquidation.




     Revolver Commitment — at any date for any Lender, the obligation of
such Lender to make Revolver Loans and to purchase participations in LC Obligations
pursuant to the terms and conditions of this Agreement, which shall not exceed the
principal amount set forth opposite such Lender’s name under the heading “Revolver
Commitment” on the signature pages of this Agreement or the principal amount set
forth in the Assignment and Acceptance by which it became a Lender, as modified from
time to time pursuant to the terms of this Agreement (including, without limitation,
Section 2.2) or to give effect to any applicable Assignment and Acceptance; and
“Revolver Commitments” means the aggregate principal amount of the Revolver
Commitments of all Lenders, the maximum amount of which on any date shall be
$60,000,000 as increased from time to time pursuant to Section 2.2.




     Stemco Pledge Agreement — the Amended and Restated Pledge Agreement
dated as of January 1, 2010, executed by Coltec in favor of Garlock Sealing (as
successor by merger to Stemco LP (DE)), pursuant to which Coltec grants Garlock
Sealing a Lien in the equity interests Coltec owns of both Stemco Holdings and
Stemco LP (TX).




     Stemco Subordinated Note — the amended and restated subordinated
promissory note dated as of January 1, 2010, made by Stemco LP (TX) and payable to
the order of Garlock Sealing (as successor by merger to Stemco LP (DE)) in the
original principal amount of $153,865,000.




     Stemco Subordination Agreement — the Amended and Restated Subordination
Agreement dated as of April 26, 2006, between Stemco LP (DE) and Agent,
subordinating the Debt evidenced by the Stemco Subordinated Note and the Cole/Stemco
Subordinated Guaranty to the Obligations and the Lien granted to Stemco LP (DE)
pursuant to the Stemco Pledge Agreement to Agent’s Liens.



     (b) By deleting the definitions of “Aggregate Availability,” “Excess Collateral
Amount,” “Excess Collateral Providers,” “Excess Collateral Providers Accounts and
Inventory Borrowing Base,” “Excess Collateral Providers Borrowing Base,” “Excess
Collateral Providers Inventory Formula Amount,” “Garlock Sealing Accounts and Inventory
Borrowing Base,” “Garlock Sealing Borrowing Base,” “Garlock Sealing Inventory
Formula Amount” and “Permitted Excess Collateral Provider Loans,” set forth in
Section 1.1 of the Loan Agreement.



     (c) By deleting the reference to “and ‘Excess Collateral Provider’” set forth in
clause (ii)(c)(I) of the definition of “Permitted Acquisitions” set forth in Section
1.1 of the Loan Agreement.



     (d) By deleting the reference to “, provided such Coltec/Stemco Subordinated Guaranty is
subordinated to the Obligations pursuant to the Garlock Sealing Subordination Agreement” set forth
in clause (ix) of the definition of “Permitted Contingent Obligations” set forth in
Section 1.1 of the Loan Agreement.



     (e) By adding the following new sentence to the end of the definition of “Subsidiary”
set forth in Section 1.1 of the Loan Agreement:



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Notwithstanding anything herein to the contrary, neither Garlock Sealing, Garrison,
nor The Anchor Packing Company, a North Carolina corporation, shall be deemed to be
a “Subsidiary.”



     (f) By deleting each reference to “Aggregate Availability” set forth in the Loan Agreement,
and by substituting in lieu thereof, in each case, a reference to “Availability.”



     (g) By adding the following new definitions of “Intercompany Services Agreements”,
“Inventory Formula Amount” and “Tax Sharing Agreement” to Section 1.1 of
the Loan Agreement, in proper alphabetical sequence:




     Intercompany Services Agreements – the collective reference to the
Intercompany Services Agreement dated as of June 1, 2010, among Parent, Coltec and
Garlock Sealing, and the Intercompany Services Agreement dated as of June 1, 2010,
among Parent, Coltec and Garrison.




     Inventory Formula Amount — on any date of determination (i) prior to
the delivery to Agent of the first Orderly Liquidation Value Appraisal and Agent’s
approval thereof, an amount equal to 50% of the Value of Eligible Inventory of
Borrowers on such date, and (ii) on or after the delivery to Agent of the first
Orderly Liquidation Value Appraisal and Agent’s approval thereof, an amount equal to
the lesser of (a) 65% of the Value of Eligible Inventory of Borrowers on such date
or (b) 85% of the product obtained by multiplying the Value of Eligible Inventory of
Borrowers on such date by the Net Orderly Liquidation Value Percentage.




     Tax Sharing Agreement – the Tax Sharing Agreement dated as of June 1,
2010, among Parent and certain of its subsidiaries.



     (h) By deleting Section 2.1.1 of the Loan Agreement in its entirety, and by
substituting in lieu thereof the following new Section 2.1.1:




     2.1.1 Revolver Loans. Each Lender agrees, severally to the extent of
its Revolver Commitment and not jointly with the other Lenders, upon the terms and
subject to the conditions set forth herein, to make Revolver Loans to Borrowers on
any Business Day during the period from the Closing Date through the Business Day
before the last day of the Term, not to exceed in aggregate principal amount
outstanding at any time such Lender’s Revolver Commitment at such time, which
Revolver Loans may be repaid and reborrowed in accordance with the provisions of
this Agreement; provided, however, that Lenders shall have no
obligation to Borrowers whatsoever to honor any request for a Revolver Loan on or
after the Commitment Termination Date or any request for a Revolver Loan that would
exceed Availability. Each Borrowing of Revolver Loans shall be funded by Lenders on
a Pro Rata basis in accordance with their respective Revolver Commitments (except
for BofA with respect to Swingline Loans). The Revolver Loans shall bear interest
as set forth in Section 3.1. Each Revolver Loan shall, at the option of Borrowers,
be made or continued as, or converted into, part of one or more Borrowings that,
unless specifically provided herein, shall consist entirely of Base Rate Loans or
LIBOR Loans.



     (i) By deleting Section 2.1.2 of the Loan Agreement in its entirety, and by
substituting in lieu thereof the following new Section 2.1.2:



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     2.1.2 Out-of-Formula Loans. If the unpaid balance of Revolver Loans
allocated to Borrowers at any time should exceed Availability at such time (in such
case, an “Out-of-Formula Condition”), such Revolver Loans shall nevertheless
constitute Obligations that are secured by the Collateral and entitled to all of the
benefits of the Loan Documents. In the event that Lenders are willing in their
discretion to make Out-of-Formula Loans or are required to do so by Section 13.9.4,
such Out-of-Formula Loans shall be due and payable as provided in Section 5.2.1(iii)
and shall bear interest as provided in Section 3.1.5.



     (j) By deleting the reference to “$10,000,000” set forth in Section 2.1.4 of the Loan
Agreement, and by substituting in lieu thereof a reference to “$8,000,000.”



     (k) By deleting the reference to “$100,000,000” set forth in Section 2.2.1 of the Loan
Agreement, and by substituting in lieu thereof a reference to “$85,000,000.”



     (l) By deleting Section 3.2.2 of the Loan Agreement in its entirety, and by
substituting in lieu thereof the following new Section 3.2.2:




     3.2.2 Unused Line Fee. Borrowers shall be jointly and severally
obligated to pay to Agent for the Pro Rata benefit of Lenders a fee equal to 0.50%
per annum of the amount by which the Average Revolver Loan Balance for any month (or
portion thereof that the Commitments are in effect) is less than the aggregate
amount of the Revolver Commitments, such fee to be paid monthly, in arrears, on the
first day of each month; but if the Commitment Termination Date shall occur on a day
other than the first day of a month, then any such fee payable for the month in
which termination shall occur shall be paid on the Commitment Termination Date.



     (m) By deleting the reference to “(i.e. Garlock Sealing or the Excess Collateral Providers)”
set forth in clause (i) of Section 4.1.1 of the Loan Agreement, so that, as amended hereby,
clause (i) of Section 4.1.1 of the Loan Agreement shall read in its entirety as follows:




     (i) Whenever Borrowers desire to make a Borrowing under Section 2.1 (other
than a Borrowing resulting from a conversion or continuation pursuant to
Section 3.1.2), Borrowers shall give Agent notice of such Borrowing request in form
satisfactory to Agent (a “Notice of Borrowing”). Such Notice of Borrowing shall be
given by Borrower Representative at the office designated by Agent from time to time
(a) no later than 12:00 noon on the Business Day of the requested funding date of
such Borrowing, in the case of Base Rate Loans, and (b) no later than 1:00 p.m. at
least 3 Business Days prior to the requested funding date of such Borrowing, in the
case of LIBOR Loans. Notices received after such times shall be deemed received on
the next Business Day. The Revolver Loans made by each Lender on the Closing Date,
if any, shall be in excess of $250,000 and shall be made as Base Rate Loans and
thereafter may be made or continued as or converted into Base Rate Loans or LIBOR
Loans. Each Notice of Borrowing (or telephonic notice thereof) shall be irrevocable
and shall specify (I) the principal amount of the Borrowing, (II) the date of
Borrowing (which shall be a Business Day), (III) whether the Borrowing is to consist
of Base Rate Loans or LIBOR Loans, (IV) in the case of LIBOR Loans, the duration of
the Interest Period to be applicable thereto, and (V) the account to which the
proceeds of such Borrowing are to be disbursed.



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     (n) By deleting clause (ii) of Section 4.1.3 of the Loan Agreement in its entirety,
and by substituting in lieu thereof the following new clause (ii):




     (ii) Between Settlement Dates, Agent may request BofA to advance, and BofA may,
but shall in no event be obligated to, advance to Borrowers out of BofA’s own funds
the entire principal amount of any Borrowing of Revolver Loans that are Base Rate
Loans requested or deemed requested pursuant to this Agreement (any such Revolver
Loan funded exclusively by BofA being referred to as a “Swingline Loan”); provided,
that if BofA fails to advance all such funds, the Lenders shall not be relieved of
their obligation to fund Revolver Loans in accordance with the terms of this
Agreement. Each Swingline Loan shall constitute a Revolver Loan hereunder and shall
be subject to all of the terms, conditions and security applicable to other Revolver
Loans, except that all payments thereon shall be payable to BofA solely for its own
account. The obligation of Borrowers to repay such Swingline Loans to BofA shall be
evidenced by the records of BofA and need not be evidenced by any promissory note.
Unless a funding is required by all Lenders pursuant to Sections 2.1.4 or 13.9.4,
Agent shall not request BofA to make any Swingline Loan if (A) Agent shall have
received written notice from any Lender that one or more of the applicable
conditions precedent set forth in Section 11 will not be satisfied on the requested
funding date for the applicable Borrowing and Agent has made a determination
(without any liability to any Person) that such condition precedent will not be
satisfied, or (B) the requested Borrowing would exceed the amount of Availability on
the funding date. BofA shall not be required to determine whether the applicable
conditions precedent set forth in Section 11 have been satisfied or the requested
Borrowing would exceed the amount of Availability on the funding date applicable
thereto prior to making, in its discretion, any Swingline Loan. Agent shall notify
the Lenders of the outstanding balance of Swingline Loans prior to 11:00 a.m. on
each Settlement Date and each Lender (other than BofA) shall deposit with Agent an
amount equal to its Pro Rata share of the outstanding amount of Swingline Loans in
immediately available funds not later than 2:00 p.m. on such Settlement Date. Each
Lender’s obligation to make such deposit with Agent shall be absolute and
unconditional, without defense, offset, counterclaim or other defense, and without
regard to whether any of the conditions precedent set forth in Section 11 are
satisfied, any Out-of-Formula Condition exists or the Commitment Termination Date
has occurred. If, as the result of the commencement by or against Borrowers of any
Insolvency Proceeding or otherwise, any Swingline Loan may not be settled among
Lenders hereunder, then each Lender (other than BofA) shall be deemed to have
purchased a participating interest in any unpaid Swingline Loan in an amount equal
to such Lender’s Pro Rata share of such Swingline Loan and shall transfer to BofA,
in immediately available funds not later than the second Business Day after BofA’s
request therefor, the amount of such Lender’s participation. The proceeds of
Swingline Loans may be used solely for purposes for which Revolver Loans generally
may be used in accordance with Section 2.1.3. If any amounts received by BofA in
respect of any Swingline Loans are later required to be returned or repaid by BofA
to Borrowers or any other Obligor or their respective representatives or
successors-in-interest, whether by court order, settlement or otherwise, the other
Lenders shall, on demand by BofA with notice to Agent, pay to Agent for the account
of BofA, an amount equal to each other Lender’s Pro Rata share of all such amounts
required to be returned or repaid.



- 13 -









 





     (o) By deleting the reference to “In addition to the separate accounts to be maintained for
the Loans and Obligations of Garlock Sealing and the Loans and Obligations of the Excess Collateral
Providers pursuant to Section 5.7,” set forth in Section 4.4 of the Loan Agreement, so
that, as amended hereby, Section 4.4 of the Loan Agreement shall read in its entirety as
follows:




     4.4 Borrower Representative. Each Borrower hereby irrevocably appoints
Coltec, and Coltec agrees to act under this Agreement, as the agent and
representative of itself and each other Borrower for all purposes under this
Agreement (in such capacity, “Borrower Representative”), including requesting
Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is
to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account
statements and other notices and communications to Borrowers (or any of them) from
Agent. Agent may rely, and shall be fully protected in relying, on any Notice of
Borrowing, Notice of Conversion/Continuation, LC Request, disbursement instructions,
reports, information, Borrowing Base Certificate or any other notice or
communication made or given by Borrower Representative, whether in its own name, on
behalf of any Borrower or on behalf of “the Borrowers,” and Agent shall have no
obligation to make any inquiry or request any confirmation from or on behalf of any
other Borrower as to the binding effect on such Borrower of any such Notice of
Borrowing, Notice of Conversion Continuation, LC Request, instruction, report,
information, Borrowing Base Certificate or other notice or communication, nor shall
the joint and several character of Borrowers’ liability for the Obligations be
affected, provided that the provisions of this Section 4.4 shall not be construed so
as to preclude any Borrower from directly requesting Borrowings or taking other
actions permitted to be taken by “a Borrower” hereunder. Agent may maintain a
single Loan Account in the name of “Coltec” or “EnPro” hereunder, and each Borrower
expressly agrees to such arrangement and confirms that such arrangement shall have
no effect on the joint and several character of such Borrower’s liability for the
Obligations.



     (p) By deleting the reference to “; provided, that, unless an Event of Default exists (i) all
payments received from each Dominion Account of Garlock Sealing shall be applied first to the
Obligations relating to the Aggregate Revolver Outstandings of Garlock Sealing and (ii) all
payments received from each Dominion Account of an Excess Collateral Provider shall be applied
first to the Obligations relating to the Aggregate Revolver Outstandings of the Excess Collateral
Providers” set forth in Section 5.1 of the Loan Agreement.



     (q) By deleting the reference to “, provided that separate Loan Accounts shall be maintained
for Garlock Sealing and for the Excess Collateral Providers” set forth in Section 5.7.1 of
the Loan Agreement, so that, as amended hereby, Section 5.7.1 of the Loan Agreement shall
read in its entirety as follows:




     5.7.1 Loan Accounts. Each Lender shall maintain in accordance with its
usual and customary practices an account or accounts (a “Loan Account”) evidencing
the Debt of Borrowers to such Lender resulting from each Loan owing to such Lender
from time to time, including the amount of principal and interest payable to such
Lender from time to time hereunder. Any failure of a Lender to record in the Loan
Account, or any error in doing so, shall not limit or otherwise affect the
obligation of Borrowers hereunder to pay any amount owing hereunder to such Lender.



- 14 -









 





     (r) By deleting the sentence “The Register shall maintain separate accounts for the Loans and
Obligations of Garlock Sealing and the Loans and Obligations of the Excess Collateral Providers”
set forth in Section 5.7.2.



     (s) By deleting Section 8.5 of the Loan Agreement in its entirety, and by substituting
in lieu thereof the following new Section 8.5:




     8.5 Borrowing Base Certificates. At any time that (i) Availability is
greater than $20,000,000, Borrowers shall deliver to Agent and each Lender a
Borrowing Base Certificate on or before the fifteenth (15th) day following each
fiscal month end, prepared as of the close of business on the last day of the
previous fiscal month, or (ii) Availability is equal to or less than $20,000,000,
Borrowers shall deliver to Agent and each Lender a Borrowing Base Certificate on or
before the fourth (4th) Business Day of each week, prepared as of the close of
business on the last Business Day of the previous week. All calculations of
Availability in connection with any Borrowing Base Certificate shall originally be
made by Borrowers and certified by a Senior Officer to Agent, provided that Agent
shall have the right to review and adjust, in the exercise of its Credit Judgment,
any such calculation (i) to reflect its reasonable estimate of declines in value of
any of the Collateral described therein and (ii) to the extent that such calculation
is not in accordance with this Agreement or does not accurately reflect the amount
of the Availability Reserve. In no event shall the Borrowing Base or Availability
on any date be deemed to exceed the amount of the Borrowing Base or Availability
shown on the Borrowing Base Certificate last received by Agent prior to such date,
as the calculation in such Borrowing Base Certificate may be adjusted from time to
time by Agent as herein authorized.



     (t) By deleting Section 9.1.11 of the Loan Agreement in its entirety, and by
substituting in lieu thereof the following new Section 9.1.11:




     9.1.11. Solvent Financial Condition. Each Obligor is now Solvent and,
after giving effect to the Loans to be made hereunder, the LC Obligations to be
incurred in connection herewith and the consummation of the other transactions
described in the Loan Documents, will be Solvent.



     (u) By deleting existing clause (iii) of Section 10.2.2 of the Loan Agreement, and by
re-designating existing clause (iv) as new clause (iii) thereof.



     (v) By deleting clauses (vii) and (viii) of Section 10.2.3 of the Loan Agreement, and
by substituting in lieu thereof the following new clauses (vii) and (viii):




     (vii) Debt from any Obligor to any other Obligor in connection with the
ordinary course operation of the Obligors’ cash management system;




     (viii) Debt from any Borrower to any other Borrower (provided that such Debt is
subordinated to the Obligations pursuant to the terms of the Intercompany
Subordination Agreements);



     (w) By deleting existing clause (ix) of Section 10.2.3 of the Loan Agreement, and by
re-designating existing clauses (x) through (xiii) as new clauses (ix) through (xii).



- 15 -









 





     (x) By deleting Section 10.2.4 of the Loan Agreement, and by substituting in lieu
thereof the following new Section 10.2.4:




     10.2.4 Affiliate Transactions. Enter into, or be a party to, any
transaction with any Affiliate, except: (i) the transactions contemplated by the
Loan Documents; (ii) payment of reasonable compensation to officers and employees
for services actually rendered to such Obligor or its Subsidiaries; (iii) payment of
customary directors’ fees and indemnities; (iv) transactions expressly permitted by
the terms of Sections 10.2.1, 10.2.2, 10.2.3, 10.2.5, 10.2.6, 10.2.7, 10.2.8,
10.2.9, 10.2.11 and 10.2.15; (v) transactions with Affiliates that were consummated
prior to the date hereof and have been disclosed to Agent prior to the Closing Date;
(vi) transactions contemplated by the Intercompany Services Agreements and the Tax
Sharing Agreement; and (vii) transactions with Affiliates in the Ordinary Course of
Business and pursuant to the reasonable requirements of such Obligor’s or such
Subsidiary’s business and upon fair and reasonable terms that are no less favorable
to such Obligor or such Subsidiary than such Obligor or such Subsidiary would obtain
in a comparable arm’s length transaction with a Person not an Affiliate or
stockholder of such Obligor or such Subsidiary.



     (y) By deleting Section 10.2.12 of the Loan Agreement, and by substituting in lieu
thereof the following new Section 10.2.12:




     10.2.12 Tax Consolidation. File or consent to the filing of any
consolidated income tax return with any Person other than a Subsidiary, Garlock
Sealing, Garrison or The Anchor Packing Company, a North Carolina corporation.



     (z) By deleting Section 12.1.9 of the Loan Agreement in its entirety, and by
substituting in lieu thereof the following new Section 12.1.9:




     12.1.9 Solvency. Any Obligor shall cease to be Solvent.



     (aa) By deleting clauses (iv)(4) and (iv)(5) of Section 13.9.1 of the Loan Agreement,
and by substituting in lieu thereof the following new clauses (iv)(4) and (iv)(5):




(4) amend the definition of “Borrowing Base,” “Eligible Accounts,” “Eligible
Inventory,” or “Inventory Formula Amount”; (5) increase any of the percentages set
forth in the definitions of “Borrowing Base” or “Inventory Formula Amount”;



     (bb) All references to “V. W. Kaiser Engineering, Incorporated, a Michigan corporation” in the
Loan Agreement and other Loan Documents shall mean and be deemed references to “Stemco Kaiser
Incorporated, a Michigan corporation (and the legal entity formerly known as V. W. Kaiser
Engineering, Incorporated, a Michigan corporation).”



     (cc) Any and all references to “Borrower” or “Borrowers” in the Loan Agreement or any other
Loan Documents shall be deemed to include, without limitation, “Stemco Kaiser Incorporated, a
Michigan corporation (and the legal entity formerly known as V. W. Kaiser Engineering,
Incorporated, a Michigan corporation).”



     8. Limited Waiver of Default. Agent and each Lender hereby waives any Default or
Event of Default in existence on or after the date hereof existing or arising solely as a result of
the commencement of an Insolvency Proceeding by Garlock Sealing, Garrison or Anchor, including,
without



- 16 -









 




limitation, due to any default or event of default under any intercompany Debt of Garlock
Sealing, Garrison or Anchor resulting from the commencement of such Insolvency Proceeding (the
“Designated Default”) and Agent and each Lender agree that the 524(g) Proceeding shall not
constitute a Material Adverse Effect. In no event shall such waiver be deemed to constitute a
waiver of (a) any Default or Event of Default other than the Designated Default or (b) Borrowers’
obligation to comply with all of the terms and conditions of the Loan Agreement and the other Loan
Documents from and after the date hereof. Notwithstanding any prior, temporary mutual disregard of
the terms of any contracts between the parties, Borrowers hereby agree that they shall be required
strictly to comply with all of the terms of the Loan Documents on and after the date hereof.




     9. Ratification and Reaffirmation. Each Borrower hereby ratifies and reaffirms the
Obligations, each of the Loan Documents and all of such Borrower’s covenants, duties, indebtedness
and liabilities under the Loan Agreement and the other Loan Documents.



     10. Acknowledgments and Stipulations. Each Borrower and Guarantor acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by such Borrower are
legal, valid and binding obligations of such Borrower or Guarantor that are enforceable against
such Borrower or Guarantor in accordance with the terms thereof; all of the Obligations are owing
and payable without defense, offset or counterclaim (and to the extent there exists any such
defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower or
Guarantor); and the security interests and Liens granted by such Borrower or Guarantor in favor of
Agent, for the benefit of itself and the Lenders, are duly perfected, first priority security
interests and Liens (except with respect to those Permitted Liens that are permitted to have
priority pursuant to the Loan Documents); provided, that, no representation or
warranty is made by any Obligor as to the perfection of Agent’s Lien in (i) the Insurance
Receivables Rights except with respect to the Insurance Receivables Rights arising out of any
Asbestos Insurance Policies provided by North River Insurance Company, or (ii) any Pledged
Collateral (as defined in any Pledge Agreement) under foreign law.



     11. Representations and Warranties. Each Borrower and Guarantor represents and
warrants to Agent and the Lenders, to induce Agent and the Lenders to enter into this Amendment,
that, after giving effect to the consents and waivers set forth in this Amendment, no Event of
Default exists on the date hereof, and all of the representations and warranties made by such
Borrower or Guarantor in the Loan Agreement are true and correct on and as of the date hereof; and
the execution, delivery and performance of this Amendment have been duly authorized by all
requisite corporate action on the part of such Borrower or Guarantor and this Amendment has been
duly executed and delivered by such Borrower or Guarantor.



     12. Reference to Loan Agreement and other Loan Documents. Upon the Effective Date,
each reference in the Loan Agreement or any other Loan Document to “this Amendment,” “hereunder,”
or words of like import shall mean and be a reference to the Loan Agreement or such other Loan
Document, as amended, modified and supplemented by this Amendment.



     13. Breach of Amendment. This Amendment shall be part of the Loan Agreement and each
of the other Loan Documents and a breach of any representation, warranty or covenant herein shall
constitute an Event of Default.



     14. Conditions Precedent. The effectiveness of Agent’s and each Lender’s consent to
the Requests set forth in Section 2 of this Amendment, Agent’s and each Lender’s consent to
the Letter of Credit Rollover Request set forth in Section 5 of this Amendment, and the
amendments set forth in



- 17 -









 




Section 7 of this Amendment (other than the amendments set forth in Sections
7(bb) and 7(cc) of this Amendment) are subject to the satisfaction of each of the
following conditions precedent, on or before June 20, 2010, in form and substance satisfactory to
Agent, unless satisfaction thereof is specifically waived in writing by Agent (the date of
satisfaction or waiver of all of the following conditions being referred to as the “Effective
Date”):





     (a) Agent shall have received a certificate from each Borrower certifying that
no Default or Event of Default exists at the time of, or immediately after giving
effect to, this Amendment;




     (b) Agent shall have received a counterpart of this Amendment duly executed and
delivered by a duly authorized officer of Garlock Sealing, Garrison, Garlock
International, Garlock Overseas, each Borrower, each Guarantor, and each Lender;




     (c) The 524(g) Proceeding shall have been commenced;




     (d) The Chapter 11 Borrowers and the DIP Lender shall have entered into DIP
Loan Agreement, on terms mutually acceptable to the parties, to establish the DIP
Credit Facility, subject to the approval of the Bankruptcy Court;




     (e) The Bankruptcy Court shall have entered an interim financing order, in form
and substance satisfactory to the DIP Lender in the DIP Lender’s sole and absolute
discretion (the “Interim DIP Financing Order”), (i) approving, among other
things, the DIP Loan Agreement and the DIP Credit Facility created thereunder, (ii)
granting Liens in favor of the DIP Lender, as security for the Excluded Obligations
under the DIP Credit Facility and all other obligations of the Chapter 11 Borrowers
under the DIP Credit Facility, including all Banking Relationship Debt of Garlock
Sealing and Garrison to the DIP Lender and its Affiliates thereafter arising, upon
the same types and items of Property of Garlock Sealing, Garrison and Anchor as were
granted pursuant to the Loan Documents and (iii) authorizing the Letter of Credit
Rollover;




     (f) The Bankruptcy Court shall have entered an order, in form and substance
satisfactory to the DIP Lender, authorizing the continuation and maintenance of,
during the pendency of the 524(g) Proceeding, the cash management system currently
in place;




     (g) All “first day orders” that, in Agent’s reasonable judgment, may have an
impact upon the DIP Credit Facility or collateral security therefor shall be in form
and substance satisfactory to the DIP Lender;




     (h) Agent shall have received the amendment fee and all other fees and expenses
referenced in Section 17 of this Amendment; and




     (i) As of the date that each of the foregoing conditions precedent have been
satisfied, the Interim DIP Financing Order shall not have been vacated, reversed,
modified, amended or stayed without the prior written consent of the DIP Lender.



     15. Conditions Precedent for Kaiser Name Change. The effectiveness of Agent’s and
each Lender’s consent to the Kaiser Name Change set forth in Section 6 of this Amendment
and to the amendments set forth in Sections 7(bb) and 7(cc) of this Amendment is
subject to the satisfaction of each



- 18 -









 




of the following conditions precedent, on or before July 31, 2010, in form and substance
satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent:





     (a) Agent shall have received duly executed amendments to the Pledge Agreement
whereby Coltec shall pledge in favor of Agent all of the issued and outstanding
Equity Interests of Stemco Kaiser, to the extent the existing Equity Interests are
reissued;




     (b) Agent shall have received the forms of the Kaiser Name Change Documents
that will be recorded with the Michigan Secretary of State; and




     (c) Agent shall have received Uniform Commercial Code, judgment, federal and
state tax lien searches which reflect that, prior to, the transactions contemplated
by this Amendment and the other Loan Documents, Agent has a first priority security
interest in the Collateral of Kaiser and Stemco Kaiser (except as otherwise
permitted by the Loan Agreement).



     16. Additional Covenants. To induce Agent and the Lenders to enter into this
Amendment, Borrowers hereby further covenant and agree that Borrowers shall deliver to Agent the
following, each in form and substance satisfactory to Agent:




     (a) Immediately after giving effect to the Kaiser Name Change:




     (i) (A) Copies of all filing receipts or acknowledgments issued
by the Michigan Secretary of State evidencing any filing or
recordation necessary to continue the perfection of the Liens of
Agent in the Collateral of Stemco Kaiser after giving effect to the
Kaiser Name Change and evidence in form satisfactory to Agent that
such Liens constitute valid and perfected Liens, and (B) all other
documentation required by Agent in order to perfect, or maintain and
continue the perfection of, Agent’s Liens on the assets of Stemco
Kaiser without interruption or release of any kind; and




     (ii) A favorable, written opinion of Obligors’ legal counsel
covering, among other things, the perfection of Agent’s security
interests in and Liens upon the Collateral of Stemco Kaiser and such
other matters as Agent may reasonably require;




     (b) Within one (1) Business Day after the effective date of the Kaiser Name
Change, lien search results that confirm that there are no Liens upon any Collateral
of Stemco Kaiser following the Kaiser Name Change, except for Permitted Liens;




     (c) Within ten (10) Business Days after the effective date of the Kaiser Name
Change:




     (i) A duly executed original counterpart of the Acknowledgement
and Reaffirmation by Stemco Kaiser in the form attached to this
Amendment as Exhibit A;



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     (ii) Copies of (A) the Kaiser Name Change Documents filed by
Kaiser and certified by the Michigan Secretary of State and (B) a
good standing certificate for Stemco Kaiser, issued by the Secretary
of State or other appropriate official of Stemco Kaiser’s
jurisdiction of incorporation; and




     (iii) An incumbency certificate identifying each officer of
Stemco Kaiser who is authorized on behalf of Stemco Kaiser to sign
Loan Documents or any certificate or document in connection
therewith, with specimen signatures of each such officer, shall have
been duly executed and delivered to Agent.



     17. Amendment Fee; Expenses of Agent. In consideration of Agent’s and Lenders’
willingness to enter into this Amendment, Borrowers hereby jointly and severally agree to pay to
Agent, for the Pro Rata benefit of Lenders that are signatories to this Amendment, a nonrefundable
amendment fee in the amount of $300,000 in immediately available funds on the date hereof which
shall be fully earned on such date, and Borrowers irrevocably authorize Agent to make a Revolver
Loan to Borrowers in the amount of such amendment fee and to disburse the proceeds of such Revolver
Loan directly to itself in payment of such amendment fee. Additionally, Borrowers agree to pay, on
demand, all costs and expenses incurred by Agent in connection with the preparation, negotiation
and execution of this Amendment and any other Loan Documents executed pursuant hereto and any and
all amendments, modifications, and supplements thereto, including, without limitation, the costs
and fees of Agent’s legal counsel and any taxes or expenses associated with or incurred in
connection with any instrument or agreement referred to herein or contemplated hereby.



     18. Governing Law. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of North Carolina.



     19. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



     20. No Novation, etc. Except as otherwise expressly provided in this Amendment,
nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of the
other Loan Documents, each of which shall remain in full force and effect. This Amendment is not
intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the
Loan Agreement and the other Loan Documents as herein modified shall continue in full force and
effect.



     21. Counterparts; Telecopied Signatures. This Amendment may be executed in any number
of counterparts and by different parties to this Amendment on separate counterparts, each of
which, when so executed, shall be deemed an original, but all such counterparts shall constitute
one and the same agreement. Any signature delivered by a party by facsimile or electronic (PDF)
transmission shall be deemed to be an original signature hereto.



     22. Further Assurances. Each Borrower and Guarantor agrees to take such further
actions as Agent shall reasonably request from time to time in connection herewith to evidence or
give effect to the amendments set forth herein or any of the transactions contemplated hereby.



     23. Section Titles. Section titles and references used in this Amendment shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreements
among the parties hereto.



- 20 -









 





     24. Release of Claims. To induce Agent and the Lenders to enter into this Amendment,
each Borrower and Guarantor hereby releases, acquits and forever discharges Agent and each Lender,
and all officers, directors, agents, employees, successors and assigns of Agent and each Lender,
from any and all liabilities, claims, demands, actions or causes of action of any kind or nature
(if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or
known or unknown, that such Borrower or Guarantor now has or ever had against Agent or any Lender
arising under or in connection with any of the Loan Documents. Each Borrower and Guarantor
represents and warrants to Agent and each Lender that such Borrower or Guarantor has not
transferred or assigned to any Person any claim that such Borrower or Guarantor ever had or claimed
to have against Agent or any Lender.



     25. Waiver of Jury Trial. To the fullest extent permitted by applicable law, the
parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or
proceeding arising out of or related to this Amendment.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under
seal and delivered by their respective duly authorized officers as of the date first written above.



	 	 	 	 	 	 	 

	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	COLTEC INDUSTRIES INC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Orville Lunking
	 	 
	 

	 	Title:
	 	Treasurer
	 	 
	 
	 	 	 	 	 	 
	 	 	COLTEC INDUSTRIAL PRODUCTS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Orville Lunking
	 	 
	 

	 	Title:
	 	Treasurer
	 	 
	 
	 	 	 	 	 	 
	 	 	GARLOCK SEALING TECHNOLOGIES LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Donald G. Pomeroy 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Donald G. Pomeroy
	 	 
	 

	 	Title:
	 	Vice President and Chief Financial
Officer
	 	 
	 
	 	 	 	 	 	 
	 	 	GGB LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	CORROSION CONTROL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	STEMCO LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert P. McKinney 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. McKinney
	 	 
	 

	 	Title:
	 	Vice President and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	V. W. KAISER ENGINEERING, INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	Vice President
	 	 






[Signatures continue on following page.]



Fifth Amendment to Amended and Restated Loan and Security Agreement
and Amendment to Other Loan Documents







 









 








	 	 	 	 	 	 	 

	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	ENPRO INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	Senior Vice President, General
Counsel and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	QFM SALES AND SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert P. McKinney 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. McKinney
	 	 
	 

	 	Title:
	 	President and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	COLTEC INTERNATIONAL SERVICES CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	President
	 	 
	 
	 	 	 	 	 	 
	 	 	GARRISON LITIGATION MANAGEMENT GROUP, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Christopher Drake 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher Drake
	 	 
	 

	 	Title:
	 	Vice President and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	GGB, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	GARLOCK INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John R. Mayo 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	John R. Mayo
	 	 
	 

	 	Title:
	 	Vice President and Secretary
	 	 






[Signatures continue on following page.]



Fifth Amendment to Amended and Restated Loan and Security Agreement
and Amendment to Other Loan Documents








 









 








	 	 	 	 	 	 	 

	 	 	GARLOCK OVERSEAS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John R. Mayo 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	John R. Mayo
	 	 
	 

	 	Title:
	 	Vice President and Secretary
	 	 
	 
	 	 	 	 	 	 
	 	 	STEMCO HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert P. McKinney 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. McKinney
	 	 
	 

	 	Title:
	 	Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	COMPRESSOR PRODUCTS HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	COMPRESSOR SERVICES HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard L. Magee 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Magee
	 	 
	 

	 	Title:
	 	Vice President
	 	 






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Fifth Amendment to Amended and Restated Loan and Security Agreement
and Amendment to Other Loan Documents










 









 








	 	 	 	 	 	 	 

	 	 	Accepted and agreed to
in Atlanta Georgia:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew A. Doherty 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew A. Doherty
	 	 
	 

	 	Title:
	 	Senior Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew A. Doherty 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Andrew A. Doherty
	 	 
	 

	 	Title:
	 	Senior Vice President
	 	 






[Signatures continue on following page.]



Fifth Amendment to Amended and Restated Loan and Security Agreement
and Amendment to Other Loan Documents






 









 








	 	 	 	 	 	 	 

	 	 	SUNTRUST BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Angela Leake 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Angela Leake
	 	 
	 

	 	Title:
	 	Vice President
	 	 






[Signatures continue on following page.]



Fifth Amendment to Amended and Restated Loan and Security Agreement
and Amendment to Other Loan Documents








 









 








	 	 	 	 	 	 	 

	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Karen Kneeland 	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Karen Kneeland 
	 	 
	 

	 	Title:
	 	Associate
	 	 





Fifth Amendment to Amended and Restated Loan and Security Agreement
and Amendment to Other Loan Documents









 









 








EXHIBIT A




ACKNOWLEDGMENT AND REAFFIRMATION



     Reference is made to that certain Fifth Amendment to Amended and Restated Loan and Security
Agreement and Amendment to Other Loan Documents dated June 4, 2010 (the “Fifth Amendment”),
among the undersigned, certain affiliates of the undersigned, and Bank of America, N.A., a national
banking association, in its capacity as collateral and administrative agent (together with its
successors in such capacity, the “Agent”) for the Lenders. Capitalized terms used herein,
unless otherwise defined herein, shall have the meanings ascribed to such terms in the Fifth
Amendment.



     Stemco Kaiser Incorporated, a Michigan corporation (and the legal entity formerly known as V.
W. Kaiser Engineering, Incorporated, a Michigan corporation), hereby ratifies the Fifth Amendment
and acknowledges to and agrees with Agent that (i) it is and shall remain a Borrower under the Loan
Agreement and the other Loan Documents, notwithstanding the Kaiser Name Change, (ii) nothing
contained therein shall modify in any respect whatsoever its Obligations as a Borrower under the
Loan Agreement and the other Loan Documents, which Obligations are and shall remain in full force
and effect, after giving effect to the Kaiser Name Change, and (iii) its assets remain subject to
Agent’s Lien to secure repayment of the Obligations.



     IN WITNESS WHEREOF, the undersigned has caused this Acknowledgment and Reaffirmation to be
executed, after giving effect to the Kaiser Name Change, as of                     , 2010.



	 	 	 	 	 	 	 

	 	 	STEMCO KAISER INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title: