Indemnification Agreement

INDEMNIFICATION AGREEMENT


INDEMNIFICATION AGREEMENT, dated as of May 31, 2002 (this "Agreement"), by and among Goodrich Corporation, a New York corporation ("Goodrich"), EnPro Industries, Inc., a North Carolina corporation ("EnPro"), Coltec Industries Inc, a Pennsylvania corporation ("Coltec"), and Coltec Capital Trust, a Delaware statutory trust ("Coltec Capital Trust").


W I T N E S S E T H


WHEREAS, Goodrich contemplates spinning off its EnPro subsidiary, of which Coltec will be a subsidiary, through a distribution of EnPro stock to Goodrich shareholders (the "Distribution");


WHEREAS, Coltec owns all of the common equity securities of Coltec Capital Trust, which is the issuer of a class of 5 1/4% Convertible Preferred Securities - Term Income Deferred Equity Securities ("TIDES")*;


WHEREAS, in connection with the acquisition of Coltec by Goodrich, Goodrich executed a Guarantee Agreement, dated as of July 12, 1999 (the "Goodrich Guarantee Agreement"), pursuant to which Goodrich guaranteed certain obligations of Coltec and Coltec Capital Trust under the TIDES and related agreements, and executed a Supplemental Indenture, dated as of July 12, 1999 (the "Supplemental Indenture"), pursuant to which the TIDES became convertible into the common stock of Goodrich, par value $5 per share ("Goodrich Common Stock");


WHEREAS, prior to the consummation of the Distribution and in connection therewith, EnPro will execute a Guarantee Agreement, dated as of May 31, 2002 (the "EnPro Guarantee Agreement") pursuant to which EnPro will guarantee certain obligations of Coltec and Coltec Capital Trust under the TIDES and related agreements; and


WHEREAS, the parties agree that, subsequent to the Distribution, EnPro, Coltec, and Coltec Capital Trust shall be exclusively responsible for the fulfillment of all obligations of Coltec and Coltec Capital Trust under the TIDES and the related agreements and that Goodrich shall be held harmless from any liabilities arising under the TIDES and the related agreements.


NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, and intending to be legally bound, the parties hereto agree as follows:


1. Indemnification. Subject to the other provisions of this Agreement and subject to and conditioned upon the consummation of the Distribution, EnPro, Coltec, and Coltec


- -------------- * The terms Term Income Deferrable Equity Securities and TIDES are registered service marks of Credit Suisse First Boston Corporation.


Capital Trust (collectively, the "Indemnifying Parties") shall indemnify Goodrich, its affiliates and each of its officers, directors, employees, agents, representatives, successors and assigns (collectively, the "Indemnified Parties") against and hold such Indemnified Parties harmless from any and all losses, liabilities, claims, damages, costs, expenses, penalties and fines (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable attorneys' fees and expenses) that any of the Indemnified Parties are required to pay or incur pursuant to the Goodrich Guarantee Agreement or the Supplemental Indenture. For the purpose of the preceding sentence, in the event that Goodrich is required to issue Goodrich common stock as a result of the conversion of a TIDES, the cost to Goodrich of such issuance shall be deemed to be the fair market value of such common stock on the date of such conversion.


2. Indemnification Procedure.


(a) Promptly after receipt by an Indemnified Party of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification may be sought hereunder, such Indemnified Party will notify the Indemnifying Parties of such complaint or of the commencement of such action or proceeding. The Indemnifying Parties may, at their discretion, assume the defense of such action or proceeding, including the employment of counsel and the payment of the fees and disbursements of such counsel. In the event, however, that (i) the Indemnifying Parties fail to assume the defense of the action or proceeding in a timely manner or (ii) the nature of any claim presents a conflict of interest between the Indemnified Party and the Indemnifying Parties, then such Indemnified Party may assume and control its own defense, and the Indemnifying Party shall be liable for all reasonable costs and expenses paid or incurred by the Indemnified Party in connection therewith. In any action or proceeding with respect to which indemnification may be sought hereunder, the Indemnified Parties or the Indemnifying Parties, whichever are not assuming the defense of such action, as the case may be, will have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnified Parties or the Indemnifying Parties, as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Parties or the Indemnified Parties, as the case may be, reasonably apprised of the status of the defense of any claim the defense of which they are maintaining.


(b) No Indemnified Party may settle or compromise any claim with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Parties, which consent shall not be unreasonably withheld; provided, however, that no such consent shall be required in the case of any performance by Goodrich of its obligations under the Goodrich Guarantee Agreement. The Indemnifying Parties may not, without the prior written consent of the Indemnified Parties, settle or compromise or consent to the entry of any judgment in any claim with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such claim.


(c) In the event that an Indemnified Party shall claim a right to payment pursuant to this Agreement, such Indemnified Party shall send written notice of such claim to the Indemnifying Parties. Such notice shall specify the basis for such claim.


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3. Representations and Warranties of the Indemnifying Parties. The Indemnifying Parties hereby represent and warrant to Goodrich that this Agreement has been duly authorized, executed and delivered by the Indemnifying Parties and is t ...