EX-10.2



 






EXECUTION COPY




BANC OF AMERICA SECURITIES LLC




$150,000,000 AGGREGATE PRINCIPAL AMOUNT




ENPRO INDUSTRIES, INC.




3.9375% CONVERTIBLE SENIOR DEBENTURES




DUE 2015




Resale Registration Rights Agreement




dated October 26, 2005




 









 








     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).



     Pursuant to the Purchase Agreement, dated as of October 21, 2005, between the Company and Banc
of America Securities LLC, as Representative of the Initial Purchasers (the “Purchase Agreement”),
relating to the initial placement (the “Initial Placement”) of the Debentures (as defined below),
the Initial Purchasers have agreed to purchase from the Company $172,500,000 in aggregate principal
amount of 3.9375% Convertible Senior Debentures due 2015 (the “Debentures”). The Debentures will
be convertible, subject to the terms thereof, into fully paid, nonassessable shares of common
stock, par value $0.01 per share, of the Company (the “Common Stock”). To induce the Initial
Purchasers to purchase the Debentures, the Company has agreed to provide the registration rights
set forth in this Agreement pursuant to Section 5(g) of the Purchase Agreement.



     The parties hereby agree as follows:



     1.      Definitions. Capitalized terms used in this Agreement without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following
capitalized terms shall have the following meanings:



     “Affiliate” of any specified person means any other person which, directly or indirectly, is
in control of, is controlled by, or is under common control with, such specified person. For
purposes of this definition, control of a person means the power, direct or indirect, to direct or
cause the direction of the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Agreement”: This Resale Registration Rights Agreement.



     “Amended Effectiveness Deadline Date”: has the meaning set forth in Section 2(f) hereof.



     “Blue Sky Application”: As defined in Section 6(a)(i) hereof.



     “Business Day”: The definition of “Business Day” in the Indenture.



     “Closing Date”: The date of the first issuance of the Debentures.



     “Commission”: Securities and Exchange Commission.



 









 





     “Common Stock”: As defined in the preamble hereto.



     “Company”: As defined in the preamble hereto.



     “Debentures”: As defined in the preamble hereto.



     “Effectiveness Period”: As defined in Section 2(a)(iii) hereof.



     “Effectiveness Target Date”: As defined in Section 2(a)(ii) hereof.



     “Exchange Act”: Securities Exchange Act of 1934, as amended.



     “Holder”: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.



     “Indemnified Holder”: As defined in Section 6(a) hereof.



     “Indenture”: The Indenture, dated as of October 26, 2005 between the Company and Wachovia
Bank, National Association, as trustee (the “Trustee”), pursuant to which the Securities are to be
issued, as such Indenture is amended, modified or supplemented from time to time in accordance with
the terms thereof.



     “Initial Placement”: As defined in the preamble hereto.



     “Initial Purchasers”: As defined in the preamble hereto.



     “Liquidated Damages”: As defined in Section 3(a) hereof.



     “Liquidated Damages Payment Date”: Each April 15 and October 15.



     “Losses”: As defined in Section 6(e) hereof.



     “Majority of Holders”: Holders holding over 50% of the aggregate principal amount of
Debentures outstanding; provided that, for the purpose of this definition, a holder of shares of
Common Stock which constitute Transfer Restricted Securities and issued upon conversion of the
Debentures shall be deemed to hold an aggregate principal amount of the Debentures (in addition to
the principal amount of the Debentures held by such holder) equal to the quotient of (x) the number
of such shares of Common Stock held by such holder and (y) the conversion rate in effect at the
time of such conversion as determined in accordance with the Indenture.



     “NASD”: National Association of Securities Dealers, Inc.



     “Notice and Questionnaire” means a written notice executed by the respective Holder and
delivered to the Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire



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attached as Appendix A to the Offering Memorandum of the Company relating to the Debentures.



     “Notice Holder”: On any date, any Holder of Transfer Restricted Securities that has delivered
a Notice and Questionnaire to the Company on or prior to such date.



     “Person”: An individual, partnership, corporation, company, unincorporated organization,
trust, joint venture or a government or agency or political subdivision thereof.



     “Purchase Agreement”: As defined in the preamble hereto.



     “Prospectus”: The prospectus included in a Shelf Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such prospectus.



     “Record Holder”: With respect to any Liquidated Damages Payment Date, each Person who is a
Holder on the 15th day preceding the relevant Liquidated Damages Payment Date.



     “Registration Default”: As defined in Section 3(a) hereof.



     “Representative”: As defined in the preamble hereto.



     “Securities Act”: Securities Act of 1933, as amended.



     “Shelf Filing Deadline”: As defined in Section 2(a)(i) hereof.



     “Shelf Registration Statement”: As defined in Section 2(a)(i) hereof.



     “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(c) hereof.



     “Suspension Notice”: As defined in Section 4(c) hereof.



     “Suspension Period”: As defined in Section 4(b)(ii) hereof.



     “TIA”: Trust Indenture Act of 1939, as amended, and the rules and regulations of the
Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the
TIA.



     “Transfer Restricted Securities”: Each Debenture and each share of Common Stock issued upon
conversion of Debentures until the earlier of:



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     the date on which such Debenture or such share of Common Stock issued upon conversion
has been effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement;




     the date on which such Debenture or such share of Common Stock issued upon conversion
is transferred in compliance with Rule 144 under the Securities Act or may be sold or
transferred by a person who is not an affiliate of the Company pursuant to Rule 144 under
the Securities Act (or any other similar provision then in force) without any volume or
manner of sale restrictions thereunder; or




     the date on which such Debenture or such share of Common Stock issued upon conversion
ceases to be outstanding (whether as a result of redemption, repurchase and cancellation,
conversion or otherwise).



     “underwriter”: Any underwriter of Debentures in connection with an offering thereof under the
Shelf Registration Statement.



     “Underwritten Registration”: A registration in which Debentures of the Company are sold to an
underwriter for reoffering to the public.



     Unless the context otherwise requires, the singular includes the plural, and words in the
plural include the singular.



     2. Shelf Registration.




     (a) The Company shall:




     (i)
not more than 90 days after the Closing Date (the “Shelf
Filing Deadline”), cause
to be filed a registration statement pursuant to Rule 415 under the Securities Act or any
similar rule that may be adopted by the Commission (the “Shelf Registration Statement”),
which Shelf Registration Statement shall provide for the registration and resales, on a
continuous or delayed basis, of all Transfer Restricted Securities held by Holders that
have provided the information required pursuant to the terms of Section 2(b) hereof;




     (ii) use its commercially reasonable efforts to cause the Shelf Registration
Statement to be declared effective under the Securities Act by the Commission as promptly
as practicable, but in no event later than 180 days after the date hereof (the
“Effectiveness Target Date”); and




     (iii) use its commercially reasonable efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by the Securities
Act and by the provisions of Section 4(b)



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hereof to the extent necessary to ensure that (A) it is available for resales by the
Holders of Transfer Restricted Securities entitled, subject to Section 2(b), to the
benefit of this Agreement and (B) conforms with the requirements of this Agreement and the
Securities Act and the rules and regulations of the Commission promulgated thereunder as
announced from time to time, for a period (the “Effectiveness Period”) from the date the
Shelf Registration Statement is declared effective by the Commission until the earliest
of:




     (1) two years following the last date of original issuance of
any of the Debentures;




     (2) the date when the Holders of Transfer Restricted Securities
are able to sell all such Transfer Restricted Securities immediately
pursuant to Rule 144(k) under the Securities Act; or




     (3) the date when all of the Transfer Restricted Securities
have been disposed of in accordance with the Shelf Registration
Statement or pursuant to Rule 144 under the Securities Act or any
similar provision then in effect.



     The Company shall be deemed not to have used its commercially reasonable efforts to keep the
Shelf Registration Statement effective during the Effectiveness Period if it voluntarily takes any
action that would result in Holders of Transfer Restricted Securities not being able to offer and
sell such Securities at any time during the Effectiveness Period, unless such action is (x)
required by applicable law or otherwise undertaken by the Company in good faith and for valid
business reasons (not including avoidance of the Company’s obligations hereunder), including the
acquisition or divestiture of assets, and (y) permitted by Section 4(b)(ii) hereof.




     (b) At the time the Shelf Registration Statement is declared effective, each Holder
that became a Notice Holder on or prior to the date ten (10) Business Days prior to such
time of effectiveness shall be named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder to deliver
such Prospectus to purchasers of Transfer Restricted Securities in accordance with
applicable law. None of the Company’s securityholders (other than the Holders of Transfer
Restricted Securities) shall have the right to include any of the Company’s securities in
the Shelf Registration Statement.



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     (c) If the Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the Effectiveness
Period (other than because all Transfer Restricted Securities registered thereunder shall
have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted
Securities), the Company shall use its commercially reasonable efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof or file an additional
Shelf Registration Statement covering all of the securities that as of the date of such
filing are Transfer Restricted Securities ( a “Subsequent Shelf Registration Statement”).
If a Subsequent Shelf Registration Statement is filed, the Company shall use its
commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep such
Registration Statement (or subsequent Shelf Registration Statement) continuously effective
until the end of the Effectiveness Period.




     (d) The Company shall supplement and amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement, if required by the Securities
Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of
the Holders of the Transfer Restricted Securities covered by such Shelf Registration
Statement.




     (e) The Company shall cause the Shelf Registration Statement and the related
Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Securities Act, and (ii) not to contain
any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not misleading.




     (f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted
Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 2(f) and Section 4(b). Each Holder wishing to
sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10)
Business Days prior to any intended distribution of Transfer Restricted Securities under
the Shelf Registration Statement. From and after the date the Shelf Registration
Statement is declared effective the Company shall, as promptly as practicable after the
date a Notice and



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Questionnaire is delivered to it, and in any event upon the later of (x) ten (10)
Business Days after such date (but no earlier than ten (10) Business Days after
effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period
in effect when the Notice and Questionnaire is delivered or put into effect within ten
(10) Business Days of such delivery date:




     (i) if required by applicable law, file with the SEC a post-effective amendment to
the Shelf Registration Statement or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any document
incorporated therein by reference or file any other required document so that the Holder
delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit such
Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in
accordance with applicable law and, if the Company shall file a post-effective amendment
to the Shelf Registration Statement, use its commercially reasonable effort to cause such
post-effective amendment to be declared effective under the Securities Act as promptly as
is practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”)
that is forty-five (45) days after the date such post effective amendment is required by
this clause to be filed;




     (ii) provide or make available to such Holder copies of the any documents filed
pursuant to Section 2(f)(i); and




     (iii) notify such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i);


provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set
forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance
with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Registration Statement or related Prospectus and (ii) the Amendment
Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the Expiration
of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during
such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness
Deadline Date.




     3. Liquidated Damages.



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     (a) If:




     (i) the Shelf Registration Statement is not filed with the Commission prior to or on
the Shelf Filing Deadline;




     (ii) the Shelf Registration Statement has not been declared effective by the
Commission prior to or on the Effectiveness Target Date;




     (iii) the Company has failed to perform its obligations set forth in Section 2(f)
within the time period required therein;




     (iv) any post-effective amendment to a Shelf Registration filed pursuant to Section
2(f)(i) has not become effective under the Securities Act on or prior to the Amendment
Effectiveness Deadline Date;




     (v) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is
filed and declared effective but, during the Effectiveness Period, shall thereafter cease
to be effective or fail to be usable for its intended purpose without being succeeded
within ten (10) Business Days by a post-effective amendment to the Shelf Registration
Statement, a supplement to the Prospectus or a report filed with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in
the case of a post-effective amendment, is itself immediately declared effective; or




     (vi) Suspension Periods exceed an aggregate of 60 or 75 days, as the case may be
under Section 4(b)(ii), within any 90-day period or an aggregate of 120 days in any 360
day period;


(each such event referred to in foregoing clauses (i) through (vi), a “Registration Default”), the
Company hereby agrees to pay interest (“Liquidated Damages”) with respect to the Transfer
Restricted Securities from and including the day following the Registration Default to but
excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the
date the Shelf Registration Statement is no longer required to be kept effective, accruing at a
rate:





     (A) in respect of the Debentures, to each holder of Debentures, (x)
with respect to the first 90-day period during which a Registration
Default shall have occurred and be continuing, equal to 0.25% per annum
of the aggregate principal amount of the Debentures, and (y) with
respect to the period commencing on the 91st day following the day the
Registration Default shall have occurred and be continuing, equal to
0.50% per annum of



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the aggregate principal amount of the Debentures; provided that in
no event shall Liquidated Damages accrue at a rate per year exceeding
0.50% of the aggregate principal amount of the Debentures; and




     (B) in respect of the Debentures that are Transfer Restricted
Securities submitted for conversion into Common Stock during the
existence of a Registration Default with respect to the Common Stock,
the holder will not be entitled to receive any Liquidated Damages with
respect to such Common Stock but will receive from the Company on the
settlement date with respect to such conversion, accrued and unpaid
Liquidated Damages to the holders of such Notes calculated in accordance
with paragraph (A) to the Conversion Date (as defined in the Indenture)
relating to such settlement date; and




     (C) in respect of Common Stock issued upon conversion of
Debentures, each holder of such Common Stock will not be entitled to any
Liquidated Damages if the Registration Default with respect to such
Common Stock occurs after the holder has converted the Debentures into
Common Stock.




     (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the
Company on each Liquidated Damages Payment Date. Upon the cure of all Registration
Defaults relating to any particular Debenture or share of Common Stock, the accrual of
Liquidated Damages with respect to such Debenture or share of Common Stock will cease.



     All obligations of the Company set forth in this Section 3 that are outstanding with respect
to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to such Transfer
Restricted Security shall have been satisfied in full.



     The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the
Holders of Transfer Restricted Securities with respect to any Registration Default.



     4. Registration Procedures.




     (a) In connection with the Shelf Registration Statement, the Company shall comply
with all the provisions of Section 4(b) hereof and shall use its commercially reasonable
efforts to effect such registration to



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permit the sale of the Transfer Restricted Securities, and pursuant thereto, shall as
expeditiously as possible prepare and file with the Commission a Shelf Registration
Statement relating to the registration on any appropriate form under the Securities Act.




     (b) In connection with the Shelf Registration Statement and any Prospectus required
by this Agreement to permit the sale or resale of Transfer Restricted Securities, the
Company shall:




     (i) Subject to any notice by the Company in accordance with this Section
4(b) of the existence of any fact or event of the kind described in Section
4(b)(iv)(D), use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective during the Effectiveness Period;
upon the occurrence of any event that would cause the Shelf Registration
Statement or the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the Effectiveness Period, the Company shall
file promptly an appropriate amendment to the Shelf Registration Statement, a
supplement to the Prospectus or a report filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A),
correcting any such misstatement or omission, and, in the case of either clause
(A) or (B), use its commercially reasonable efforts to cause such amendment to be
declared effective and the Shelf Registration Statement and the related
Prospectus to become usable for their intended purposes as soon as practicable
thereafter.




     (ii) Notwithstanding Section 4(b)(i) hereof, the Company may suspend the
effectiveness of the Shelf Registration Statement (each such period, a
“Suspension Period”):




     (x) if an event occurs and is continuing as a result of which the Shelf
Registration Statement, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein would, in the Company’s judgment,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and




     (y) if the Company determines in good faith that the disclosure of a
material event at such time would be detrimental to the Company and its
subsidiaries.



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Upon the occurrence of any event described in clauses (x) and (y) of this Section
4(b)(ii), the Company shall give notice to the Holders that the availability of the Shelf
Registration is suspended and, upon actual receipt of any such notice, each Holder agrees
not to sell any Transfer Restricted Securities pursuant to the Shelf Registration until
such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in
Section 4(b) hereof. The period during which the availability of the Shelf Registration
and any Prospectus is suspended (the “Suspension Period”) shall not exceed 60 days in any
ninety-day period, provided that, in the event the disclosure relates to a previously
undisclosed proposed or pending material business transaction, the disclosure of which the
Company determines in good faith would be reasonably likely to impede the Company’s
ability to consummate such transaction, the Company may extend a Suspension Period from 60
days to 75 days; provided, further, that Suspension Periods shall not exceed an aggregate
of 120 days in any 360-day period. The Company shall not be required to specify in the
written notice to the Holders the nature of the event giving rise to the Suspension
Period.





     (iii) Prepare and file with the Commission such amendments and
post-effective amendments to the Shelf Registration Statement as may be necessary
to keep the Shelf Registration Statement effective during the Effectiveness
Period; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Securities Act, and to comply fully with the applicable provisions of Rules 424
under the Securities Act in a timely manner; and comply with the provisions of
the Securities Act with respect to the disposition of all Transfer Restricted
Securities covered by the Shelf Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in the Shelf Registration Statement or supplement to
the Prospectus.




     (iv) Advise the selling Holders promptly and, if requested by such selling
Holders, to confirm such advice in writing (which notice pursuant to clauses (B)
through (D) below shall be accompanied by an instruction to suspend the use of
the Prospectus until the Company shall have remedied the basis for such
suspension):




     (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any



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post-effective amendment thereto, when the same has become
effective,




     (B) of any request by the Commission for amendments to the Shelf
Registration Statement or amendments or supplements to the Prospectus or
for additional information relating thereto,




     (C) of the issuance by the Commission of any stop order suspending
the effectiveness of the Shelf Registration Statement under the
Securities Act or of the suspension by any state securities commission
of the qualification of the Transfer Restricted Securities for offering
or sale in any jurisdiction, or the threatening or initiation of any
proceeding for any of the preceding purposes, or




     (D) of the existence of any fact or the happening of any event,
during the Effectiveness Period, that makes any statement of a material
fact made in the Shelf Registration Statement, the Prospectus, any
amendment or supplement thereto, or any document incorporated by
reference therein untrue, or that requires the making of any additions
to or changes in the Shelf Registration Statement or the Prospectus in
order to make the statements therein (in the case of the Prospectus, in
the light of the circumstances under which they were made) not
misleading.




If at any time the Commission shall issue any stop order suspending the
effectiveness of the Shelf Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company shall use its
commercially reasonable efforts to obtain the withdrawal or lifting of such order
at the earliest possible time and will provide to each Holder who is identified
as a selling securityholder in the Shelf Registration Statement or any prospectus
supplement or other document deemed to be included or incorporated by reference
in the Shelf Registration Statement prompt notice of the withdrawal of any such
order.




     (v) Make available at reasonable times for inspection by one or more
representatives of the selling Holders, designated in writing by a Majority of
Holders whose Transfer Restricted Securities are included in the Shelf
Registration Statement, and any



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attorney or accountant retained by such selling Holders, all financial and
other records, pertinent corporate documents and properties of the Company as
shall be reasonably necessary to enable them to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act, and cause
the Company’s officers, directors, managers and employees to supply all
information reasonably requested by any such representative or representatives of
the selling Holders, attorney or accountant in connection therewith; provided,
however, that the Company shall have no obligation to make available any such
information to any selling Holder, or any attorney or accountant of any selling
Holder, pursuant to this Section 4(b)(v) unless such selling Holder shall have
executed and delivered a confidentiality agreement in a form acceptable to the
Company, in its reasonable discretion, relating to such information.




     (vi) If requested by any selling Holders, promptly incorporate in the Shelf
Registration Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holders may reasonably
request to have included therein, including, without limitation, information
relating to the “Plan of Distribution” of the Transfer Restricted Securities.




     (vii) Deliver to each selling Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) and any amendment or
supplement thereto as such Persons reasonably may request; subject to any notice
by the Company in accordance with this Section 4(b) of the existence of any fact
or event of the kind described in Section 4(b)(iv)(D), the Company hereby
consents to the use of the Prospectus and any amendment or supplement thereto by
each of the selling Holders in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto.




     (viii) Before any public offering of Transfer Restricted Securities,
cooperate with the selling Holders and their counsel in connection with the
registration and qualification of the Transfer Restricted Securities under the
securities or Blue Sky laws of such jurisdictions in the United States as the
selling Holders may reasonably request and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the Shelf Registration Statement;
provided, however, that the



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Company shall not be required (A) to register or qualify as a foreign
corporation or a dealer of securities where it is not now so qualified or to take
any action that would subject it to the service of process in any jurisdiction
where it is not now so subject, other than service of process for suits arising
out of the Initial Placement or any offering pursuant to the Shelf Registration
Statement, or (B) to subject itself to general or unlimited service of process or
to taxation in any such jurisdiction if it is not now so subject.




     (ix) Unless any Transfer Restricted Securities shall be in book-entry form
only, cooperate with the selling Holders to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to be sold
and not bearing any restrictive legends (unless required by applicable securities
laws); and enable such Transfer Restricted Securities to be in such denominations
and registered in such names as the Holders may request at least two Business
Days before any sale of Transfer Restricted Securities.




     (x) Subject to Section 4(b)(ii) hereof, if any fact or event contemplated by
Section 4(b)(iv)(B) through (D) hereof shall exist or have occurred, use its
commercially reasonable efforts to prepare a supplement or post-effective
amendment to the Shelf Registration Statement or related Prospectus or any
document incorporated therein by reference or file any other required document so
that, as thereafter delivered to the purchasers of Transfer Restricted
Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they are made, not misleading.




     (xi) Provide CUSIP numbers for all Transfer Restricted Securities not later
than the effective date of the Shelf Registration Statement and provide the
Trustee under the Indenture with certificates for the Debentures that are in a
form eligible for deposit with The Depository Trust Company.




     (xii) Cooperate and assist in any filings required to be made with the NASD
and in the performance of any due diligence investigation by any underwriter that
is required to be undertaken in accordance with the rules and regulations of the
NASD.




     (xiii) Otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the



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Commission and all reporting requirements under the rules and regulations of
the Exchange Act.




     (xiv) Make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act as soon as
practicable after the effective date of the Shelf Registration Statement and in
any event no later than 45 days after the end of a 12-month period (or 90 days,
if such period is a fiscal year) beginning with the first month of the Company’s
first fiscal quarter commencing after the effective date of the Shelf
Registration Statement.




     (xv) Cause the Indenture to be qualified under the TIA not later than the
effective date of the Shelf Registration Statement required by this Agreement,
and, in connection therewith, cooperate with the Trustee and the holders of
Debentures to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the TIA; and execute
and use its commercially reasonable efforts to cause the Trustee thereunder to
execute all documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable such
Indenture to be so qualified in a timely manner. In the event that any such
amendment or modification referred to in this Section 4(b)(xv) involves the
appointment of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.




     (xvi) Cause all Common Stock covered by the Shelf Registration Statement to
be listed or quoted, as the case may be, on each securities exchange or automated
quotation system on which Common Stock is then listed or quoted.




     (xvii) Provide to each Holder upon written request each document filed with
the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act after the effective date of the Shelf Registration Statement, unless
such document is available through the Commission’s EDGAR system.




     (xviii) Use its commercially reasonable efforts to take all other steps
necessary to effect the registration of the Transfer Restricted Securities
covered by the Shelf Registration Statement.




     (c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice (a “Suspension Notice”) from the



15









 







Company of the existence of any fact of the kind described in Section 4(b)(iv)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the Shelf Registration Statement until:




     (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 4(b)(x) hereof; or




     (ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus.


If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of receipt of such notice
of suspension.





     (d) Each Holder agrees by acquisition of a Transfer Restricted Security, that no
Holder shall be entitled to sell any of such Transfer Restricted Securities pursuant to a
Registration Statement; or to receive a Prospectus relating thereto, unless such Holder
has furnished the Company with a Notice and Questionnaire as required pursuant to Section
2(f) hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. The Company may
require each Notice Holder of Debentures to be sold pursuant to the Shelf Registration
Statement to furnish to the Company such information regarding the Holder and the
distribution of such Debentures as the Company may from time to time reasonably require
for inclusion in such Registration Statement. Each Notice Holder agrees promptly to
furnish to the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not misleading and
any other information regarding such Notice Holder and the distribution of such Transfer
Restricted Securities as the Company may from time to time reasonably request in writing.
Any sale of any Transfer Restricted Securities by any Holder shall constitute a
representation and warranty by such Holder that the information relating to such Holder
and its plan of distribution is as set forth in the Prospectus delivered by such Holder in
connection with such disposition, that such Prospectus does not as of the time it is
deemed to be included as part of the Shelf Registration Statement and as of the time of
such sale contain any untrue statement of a material fact relating to or provided by such
Holder or its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material



16









 







fact relating to or provided by such Holder or its plan of distribution required to
be stated therein or necessary to make the statements in the Shelf Registration Statement
not misleading. The Company may exclude from such Shelf Registration Statement the
Transfer Restricted Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.



     5. Registration Expenses.




     All expenses incident to the Company’s performance of or compliance with this
Agreement shall be borne by the Company regardless of whether a Shelf Registration
Statement becomes effective, including, without limitation:




     (a) all registration and filing fees and expenses (including filings made with the
NASD);




     (b) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws;




     (c) all expenses of printing (including printing of Prospectuses and certificates for
the Common Stock to be issued upon conversion of the Debentures) and the Company’s
expenses for messenger and delivery services and telephone;




     (d) all fees and disbursements of counsel to the Company;




     (e) all application and filing fees in connection with listing (or authorizing for
quotation) the Common Stock on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and




     (f) all fees and disbursements of independent certified public accountants of the
Company.



     The Company shall bear its internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.



     6. Indemnification And Contribution.




     (a) The Company agrees to indemnify and hold harmless each Holder of Transfer
Restricted Securities (including each Initial Purchaser), its directors, officers, and
employees, Affiliates and agents and each person, if any, who controls any such Holder
within the meaning of the



17









 







Securities Act or the Exchange Act (each, an “Indemnified Holder”), against any loss,
claim, damage, liability or expense, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action relating to
resales of the Transfer Restricted Securities), to which such Indemnified Holder may
become subject, insofar as any such loss, claim, damage, liability or action arises out
of, or is based upon:




     (i) any untrue statement or alleged untrue statement of a material fact contained in
(A) the Shelf Registration Statement as originally filed or in any amendment thereof, in
any Prospectus, or in any amendment or supplement thereto, or (B) any blue sky application
or other document or any amendment or supplement thereto prepared or executed by the
Company (or based upon written information furnished by or on behalf of the Company
expressly for use in such blue sky application or other document or amendment or
supplement) filed in any jurisdiction specifically for the purpose of qualifying any or
all of the Transfer Restricted Securities under the securities law of any state or other
jurisdiction (such application or document being hereinafter called a “Blue Sky
Application”); or




     (ii) the omission or alleged omission to state therein any material fact required to
be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading,


and agrees to reimburse each Indemnified Holder promptly upon demand for any legal or other
expenses reasonably incurred by such Indemnified Holder in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or expense arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of such Holder (or its
related Indemnified Holder) specifically for use therein. The foregoing indemnity agreement is in
addition to any liability which the Company may otherwise have.





     (b) Each Holder, severally and not jointly, agrees to indemnify and hold harmless the
Company, its directors, officers and employees and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act to the same extent as
the foregoing indemnity from the Company to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company by or on behalf of
such Holder specifically for inclusion in the documents



18









 







referred to in the foregoing indemnity. This indemnity agreement set forth in this
Section 6(b) shall be in addition to any liabilities which any such Holder may otherwise
have. In no event shall any Holder, its directors, officers or any person who controls
such Holder be liable or responsible for any amount in excess of the amount by which the
total amount received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Shelf Registration Statement exceeds (i) the amount paid by such
Holder for such Transfer Restricted Securities and (ii) the amount of any damages that
such Holder, its directors, officers or any person who controls such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.




     (c) Promptly after receipt by an indemnified party under this Section 6 of notice of
any claim or the commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under this Section 6, notify
the indemnifying party in writing of the claim or the commencement of that action;
provided, however, that the failure to notify the indemnifying party (i) shall not relieve
it from any liability which it may have under paragraphs (a) or (b) of this Section unless
and to the extent such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses, and (ii) shall not, in any event, relieve it from any
liability which it may have to an indemnified party otherwise than under paragraphs (a) or
(b) of this Section 6. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the defense thereof with
counsel satisfactory to the indemnified party. After notice from the indemnifying party
to the indemnified party of its election to assume the defense of such claim or action,
the indemnifying party shall not be liable to the indemnified party under this Section 6
for any legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of investigation;
provided, however, that the Holders shall have the right to employ a single counsel to
represent jointly the Holders and their officers, employees and controlling persons who
may be subject to liability arising out of any claim in respect of which indemnity may be
sought by the Holders against the Company under this Section 6 if the Holders seeking
indemnification shall have been advised by legal counsel that there may be one or more
legal defenses available to such Holders and their respective officers, employees and
controlling persons that are different from or additional to those available to the
Company, and in that event, the fees and expenses of such separate counsel shall be paid
by the Company.



19









 






     (d) The indemnifying party under this Section shall not be liable for any settlement
of any proceeding effected without its written consent, which shall not be withheld
unreasonably, but if settled with such consent or if there is a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party against any
loss, claim, damage, liability or expense by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party shall not
have reimbursed the indemnified party in accordance with such request prior to the date of
such settlement. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement, compromise or consent to the entry of judgment
in any pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity was or could have been
sought hereunder by such indemnified party, unless such settlement, compromise or consent
(x) includes an unconditional release of such indemnified party from all liability on
claims that are the subject matter of such action, suit or proceeding and (y) does not
include a statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.




     (e) If the indemnification provided for in this Section 6 shall for any reason be
unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or
6(b) in respect of any loss, claim, damage or liability (or action in respect thereof)
referred to therein, each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the aggregate amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability (including legal or other
expenses reasonably incurred in connection with investigating or defending any loss,
claim, liability, damage or action) (collectively “Losses”) (or action in respect
thereof):




     in such proportion as is appropriate to reflect the relative benefits received by the
Company from the offering and sale of the Transfer Restricted Securities on the one hand
and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities
on the other, or




     if the allocation provided by Section (6)(d)(i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to
in Section 6(d)(i) but also the relative fault of



20









 







the Company on the one hand and the Holders on the other in connection with the
statements or omissions or alleged statements or alleged omissions that resulted in such
loss, claim, damage or liability (or action in respect thereof), as well as any other
relevant equitable considerations.


The relative benefits received by the Company on the one hand and a Holder on the other with
respect to such offering and such sale shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Debentures purchased under the Purchase Agreement (before
deducting expenses) received by the Company, on the one hand, bear to the total proceeds received
by such Holder with respect to its sale of Transfer Restricted Securities on the other. The
relative fault of the parties shall be determined by reference to whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the Holders on the other, the
intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and each Holder agree that it would not
be just and equitable if the amount of contribution pursuant to this Section 6(e) were determined
by pro rata allocation or by any other method of allocation that does not take into account the
equitable considerations referred to in the first sentence of this paragraph (e).




     The amount paid or payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 6 shall be deemed to
include, for purposes of this Section 6, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending or preparing to defend any such
action or claim.



     No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section
6(e) are several and not joint.




     (f) The provisions of this Section 6 shall remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the Company or any
of the officers, directors or controlling persons referred to in Section 6 hereof, and
will survive the sale by a Holder of Transfer Restricted Securities.



     7. Rule 144A and Rule 144. The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the Company (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder,
to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities



21









 







designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant
to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144.



     8. No Underwritten Registrations.




     The Company shall not be obligated hereunder to effect any Underwritten
Registrations.



     9. Miscellaneous.




     (a) Remedies. The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 2 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely, and
that, in the event of any such failure, in addition to being entitled to exercise all
rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by
law, including recovery of liquidated or other damages, the Initial Purchasers or any
Holder may obtain such relief as may be required to specifically enforce the Company’s
obligations under Section 2 hereof. The Company further agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.




     (b) Actions Affecting Transfer Restricted Securities. The Company shall not,
directly or indirectly, take any action with respect to the Transfer Restricted Securities
as a class that would adversely affect the ability of the Holders of Transfer Restricted
Securities to include such Transfer Restricted Securities in a registration undertaken
pursuant to this Agreement.




     (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered
into, nor shall it, on or after the date hereof, enter into, any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the Company
shall not grant to any of its securityholders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its securities in the
Shelf Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities.



22









 






     (d) Amendments and Waivers. This Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not
be given, unless the Company has obtained the written consent of a Majority of Holders;
provided, however, that with respect to any matter that directly or indirectly adversely
affects the rights of any Initial Purchaser hereunder, the Company shall obtain the
written consent of each such Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective. Notwithstanding the
foregoing (except the foregoing proviso), a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the rights of
Holders whose securities are being sold pursuant to a Shelf Registration Statement and
does not directly or indirectly adversely affect the rights of other Holders, may be given
by the Majority Holders, determined on the basis of Debentures being sold rather than
registered under such Shelf Registration Statement.




     (e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, first class mail (registered or
certified, return receipt requested), facsimile transmission, or air courier guaranteeing
overnight delivery:




     if to a Holder, at the address set forth on the records of the registrar under the
Indenture or the transfer agent of the Common Stock, as the case may be; and




     if to the Company, initially at its address set forth in the Purchase Agreement,



With a copy to:




Robinson, Bradshaw & Hinson, P.A.

101 North Tryon Street, Suite 1900

Charlotte, North Carolina 28246

Facsimile: 704-373-3955

Attention: Stephen M. Lynch




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight delivery.



     Any party hereto may change the address for receipt of communications by giving written notice
to the others.



23









 






     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without
limitation and without the need for an express assignment, subsequent Holders of Transfer
Restricted Securities. The Company hereby agrees to extend the benefit of this Agreement
to any Holder and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.




     (g) Counterparts. This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement.




     (h) Debentures Held by the Company or Their Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Transfer Restricted Securities is
required hereunder, Transfer Restricted Securities held by the Company or its Affiliates
(other than subsequent Holders if such subsequent Holders are deemed to be Affiliates
solely by reason of their holding of such Debentures) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.




     (i) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




     (j) Governing Law. This Agreement shall be governed by and construed in accordance
with the law of the State of New York.




     (k) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby, it
being intended that all of the rights and privileges of the parties shall be enforceable
to the fullest extent permitted by law.




     (l) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration rights granted
by the Company with respect to the Transfer Restricted Securities. This



24









 







Agreement supersedes all prior agreements and understandings between the parties with
respect to such subject matter.



25









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	ENPRO INDUSTRIES, INC.

 	 
	 	By  	                                             /s/ Robert D. Rehley
 	 
	 	 	Name:  	Robert D. Rehley 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	BANC OF AMERICA SECURITIES LLC

Acting on behalf of itself and the several Initial

Purchasers

 	 
	 	By  	                                             /s/ Derek Dillon
 	 
	 	 	Authorized Representative 	 
	 	 	 	 
	 




26