Distribution Agreement (2002)Full Document 

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                             DISTRIBUTION AGREEMENT

                                  by and among

                             GOODRICH CORPORATION,

                             ENPRO INDUSTRIES, INC.

                                      and

                             COLTEC INDUSTRIES INC

                                  dated as of
                                  May 31, 2002


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                               TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                   
ARTICLE 1         DEFINITIONS................................................................................    2

         Section 1.01      Definitions.......................................................................    2

ARTICLE 2         CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTION; THE DISTRIBUTION..........................    9

         Section 2.01      Cooperation Prior to the Distribution.............................................    9

         Section 2.02      Board Actions....................................................................    11

         Section 2.03      Conditions Precedent.............................................................    11

         Section 2.04      The Aerospace Distribution.......................................................    12

         Section 2.05      The EnPro Contribution...........................................................    13

         Section 2.06      The Distribution.................................................................    13

         Section 2.07      Fractional Shares................................................................    13

ARTICLE 3         ACCESS TO INFORMATION.....................................................................    13

         Section 3.01      Provision of Corporate Records...................................................    13

         Section 3.02      Access to Information............................................................    14

         Section 3.03      Litigation Cooperation...........................................................    14

         Section 3.04      Reimbursement....................................................................    14

         Section 3.05      Treatment of Records.............................................................    15

         Section 3.06      Preservation of Privilege........................................................    15

         Section 3.07      Confidentiality..................................................................    15

         Section 3.08      Notice Preceding Compelled Disclosure............................................    16

ARTICLE 4         CERTAIN OTHER AGREEMENTS..................................................................    16

         Section 4.01      Post-Distribution Adjustments....................................................    16

         Section 4.02      Intercompany Accounts............................................................    20

         Section 4.03      Further Assurances and Consents..................................................    20

         Section 4.04      Payments.........................................................................    20

ARTICLE 5         INDEMNIFICATION...........................................................................    21

         Section 5.01      Exculpation and Indemnification by EnPro.........................................    21

         Section 5.02      Exculpation and Indemnification by Goodrich......................................    21

         Section 5.03      Third Party Claims; Notice and Payment of Claims.................................    22

         Section 5.04      Procedures for Defense of Third-Party Claims.....................................    23

         Section 5.05      Specific Indemnification Issues..................................................    24

ARTICLE 6         RELEASES..................................................................................    26



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                               TABLE OF CONTENTS
                                  (continued)

                                                                                                   
         Section 6.01      Release of Pre-Distribution Claims...............................................    26

ARTICLE 7         DISPUTE RESOLUTION........................................................................    28

         Section 7.01      Application......................................................................    28

         Section 7.02      Initial Discussions..............................................................    28

         Section 7.03      Appeal to Higher Management......................................................    28

         Section 7.04      Mediation........................................................................    28

         Section 7.05      Jurisdiction.....................................................................    29

ARTICLE 8        MISCELLANEOUS..............................................................................    29

         Section 8.01      Notices..........................................................................    29

         Section 8.02      Interpretation...................................................................    30

         Section 8.03      Amendments; No Waivers...........................................................    30

         Section 8.04      Nonexclusive Remedies............................................................    31

         Section 8.05      Successors and Assigns...........................................................    31

         Section 8.06      Third-Party Beneficiaries........................................................    31

         Section 8.07      Governing Law....................................................................    31

         Section 8.08      Counterparts; Effectiveness......................................................    31

         Section 8.09      Entire Agreement.................................................................    31

         Section 8.10      Severability.....................................................................    31

         Section 8.11      Termination......................................................................    31

         Section 8.12      Survival.........................................................................    32

         Section 8.13      Expenses.........................................................................    32



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                               TABLE OF CONTENTS
                                  (continued)


                 
                                   SCHEDULES

Schedule 1.01       Contributed Subsidiaries
Schedule 1.02       EnPro Litigation
Schedule 1.03       Goodrich Litigation
Schedule 5.04(a)    Defense Procedure Exceptions
Schedule 8.13       Expense Exceptions

                                    ANNEXES

Annex A             Coltec/GPEC Plan of Reorganization
Annex B             Goodrich/EnPro Plan of Reorganization
Annex C             Contribution and Assumption of Liabilities Agreement (Coltec/DS, LLC)
Annex D             Contribution and Assumption of Liabilities Agreement (Coltec/GLG, LLC)
Annex E             Contribution and Assumption of Liabilities Agreement (Coltec/GPEC)
Annex F             Employee Matters Agreement
Annex G             Escrow Agreement
Annex H             Tax Matters Arrangements
Annex I             TIDES Indemnification Agreement
Annex J             Transition Services Agreement



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                             DISTRIBUTION AGREEMENT

         Distribution 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") and Coltec Industries
Inc, a Pennsylvania corporation ("COLTEC").

                                    RECITALS

         A.       Coltec and GPEC have entered into an Agreement and Plan of
Corporate Separation and Reorganization dated as of May 16, 2002 (the
"COLTEC/GPEC PLAN OF REORGANIZATION") and attached hereto as Annex A.

         B.       Goodrich and EnPro have entered into an Agreement and Plan of
Corporate Separation and Reorganization dated as of May 20, 2002 (the
"GOODRICH/ENPRO PLAN OF REORGANIZATION") and attached hereto as Annex B.

         C.       The Board of Directors of Coltec, pursuant to the Coltec/GPEC
Plan of Reorganization and after consultation with Coltec's management and
financial and legal advisors, has determined that it is appropriate and in the
best interests of Coltec and its sole shareholder to separate its aerospace
segment from its engineered industrial products segment by effecting a (i)
contribution of Coltec Aerospace to GPEC and its Subsidiaries (the "AEROSPACE
RESTRUCTURING") and (ii) dividend of all of the GPEC Common Stock to Goodrich
(the "AEROSPACE DISTRIBUTION") pursuant to the terms and subject to the
conditions of this Agreement and the Aerospace Contribution Agreements.

         D.       After the Aerospace Distribution Date and prior to the
Distribution Time, Goodrich will contribute to EnPro (i) Coltec and its direct
and indirect Subsidiaries, excluding Coltec Aerospace and (ii) a promissory note
in the original aggregate principal amount of $201.9 million from Coltec to
Goodrich in exchange for EnPro Common Stock in an amount equal to the difference
of (x) the number of shares of EnPro Common Stock equal to one fifth of the
number of shares of Goodrich Common Stock outstanding on the Record Date,
including any fraction of a share of EnPro Common Stock, minus (y) 1,000 shares
of EnPro Common Stock (the "ENPRO CONTRIBUTION") pursuant to the terms and
subject to the conditions of this Agreement and the EnPro Contribution
Agreement.

         E.       The Board of Directors of Goodrich, pursuant to the
Goodrich/EnPro Plan of Reorganization and after consultation with Goodrich's
management and financial and legal advisors, has determined that it is
appropriate and in the best interests of Goodrich and the Goodrich Shareholders
to divest Goodrich's indirect ownership interest in the EnPro Business, through
a pro rata distribution of all of the EnPro Common Stock to the Goodrich
Shareholders (the "DISTRIBUTION") pursuant to the terms and subject to the
conditions of this Agreement and the Ancillary Agreements.

         F.       The Aerospace Distribution and the Distribution are intended
to qualify as tax-free transactions (except as to payment of cash in lieu of
fractional shares) to Coltec,




Goodrich and their respective shareholders, as applicable, under Sections 361
and 355 of the Code.

         G.       Goodrich, EnPro, Coltec and certain other of their respective
Subsidiaries have entered into, or will enter into by the Distribution Date, the
Transfer Documents, and have agreed to complete the transactions, and take or
cause to be taken the other actions, contemplated by the Transfer Documents in
order to complete the Aerospace Restructuring, the Aerospace Distribution, and
the EnPro Contribution.

         H.       Goodrich, EnPro and Coltec desire to set forth herein the
matters relating to the relationship and the respective rights and obligations
of the parties to one another following the Aerospace Distribution and the
Distribution.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and undertakings contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Goodrich, EnPro and Coltec hereby agree as follows:

                                   ARTICLE 1

                                   DEFINITIONS

         Section 1.01      Definitions. The following terms, as used herein,
have the following meanings:

                  "Action" means any claim, suit, action, demand, order,
arbitration, inquiry, investigation or other proceeding of any nature (whether
criminal, civil, legislative, administrative, regulatory, prosecutorial or
otherwise) asserted or brought by or before any arbitrator, mediator or
Governmental Entity or similar Person or body.

                  "Aerospace Contribution Agreements" means the (i) Contribution
and Assumption of Liabilities Agreement by and between Coltec and Delavan Spray,
LLC, dated as of May 22, 2002, (ii) the Contribution and Assumption of
Liabilities Agreement by and between Coltec and Goodrich Landing Gear, LLC,
dated as of May 22, 2002, and (iii) the Contribution and Assumption of
Liabilities Agreement by and between Coltec and GPEC, dated as of May 23, 2002,
each attached hereto as Annex C, Annex D and Annex E, respectively, that will
transfer Coltec Aerospace to GPEC and its Subsidiaries prior to the Aerospace
Distribution Date.

                  "Aerospace Distribution" has the meaning set forth in the
recitals.

                  "Aerospace Distribution Date" means May 29, 2002.

                  "Aerospace Restructuring" has the meaning set forth in the
recitals.

                  "Affiliate" has the meaning ascribed to such term in
Rule 12b-2 of the Exchange Act as of the date hereof; provided, however, that
Goodrich and EnPro (in each case with the


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members of their respective Groups) shall not be deemed to be Affiliates of each
other for purposes of this Agreement.

                  "Agreement" has the meaning set forth in the preamble.

                  "Ancillary Agreements" means all agreements, certificates,
deeds, instruments, assignments and other written arrangements (other than this
Agreement and the Transfer Documents) entered into between Goodrich and one or
more members of the EnPro Group in connection with the Distribution, including
the Employee Matters Agreement, the Tax Matters Arrangements, the TIDES
Indemnification Agreement and the Transition Services Agreement.

                  "AP Excess" has the meaning set forth in Section 4.01(d)(iii).

                  "AP Option" has the meaning set forth in Section 4.01(d)(iii).

                  "Asbestos Payments" has the meaning set forth in Section
4.01(d)(i).

                  "Asbestos Payments Statement" has the meaning set forth in
Section 4.01(d)(i).

                  "Business Day" means any day other than a Saturday, Sunday or
one on which banks are authorized or required by law to close in Charlotte,
North Carolina.

                  "Cash" has the meaning set forth in Section 4.01(a)(i).

                  "Cash Statement" has the meaning set forth in Section
4.01(a)(i).

                  "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder, including any successor language.

                  "Coltec" has the meaning set forth in the preamble.

                  "Coltec Aerospace" means the aerospace assets and Liabilities
of Coltec and its Subsidiaries to be transferred pursuant to the Aerospace
Contribution Agreements.

                  "Coltec/GPEC Plan of Reorganization" has the meaning set
forth in the recitals.

                  "Coltec Insurance Block" has the meaning set forth in
Section 5.03(e).

                  "Coltec's Prior Accounting Practices and Policies" means
accounting practices and policies consistent with those applied in the
preparation of the December 31, 2001 consolidated balance sheet of Coltec and
its subsidiaries and the consolidated statement of income for the fiscal year
then ended, as contained in the Form 10.

                  "Commission" means the Securities and Exchange Commission.

                  "Contributed Subsidiaries" means all entities listed on
Schedule 1.01, which include (i) the direct or indirect Subsidiaries of EnPro,
(ii) those other entities in which, as of the Distribution Date, EnPro or any
direct or indirect Subsidiary of EnPro owns a minority interest and (iii) all
predecessors to those entities referenced in (i) and (ii) above.


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                  "Corporate Records" has the meaning set forth in Section 3.01.

                  "Damages" means, with respect to any Person, any and all
damages (including punitive and consequential damages if not otherwise expressly
excluded), losses, Liabilities, fines, costs and expenses incurred or suffered
by such Person (including all expenses of investigation, all reasonable
attorneys' and expert witnesses' fees and all other costs, charges and
out-of-pocket expenses incurred in connection with any Action or threatened
Action).

                  "Distribution" has the meaning set forth in the recitals.

                  "Distribution Agent" means The Bank of New York.

                  "Distribution Date" means May 31, 2002.

                  "Distribution Time" means 11:59 p.m., Charlotte, North
Carolina time, on the Distribution Date.

                  "EIP Businesses" has the meaning set forth in Section
4.01(b)(i).

                  "Employee Matters Agreement" means the Employee Matters
Agreement entered into on the Distribution Date between Goodrich and EnPro,
attached hereto as Annex F.

                  "EnPro" has the meaning set forth in the preamble.

                  "EnPro Business" means the businesses conducted by the EnPro
Group at any time prior to or on the Distribution Date, including businesses
that have been discontinued, sold, transferred or otherwise disposed of by a
member of the EnPro Group, but in each case excluding the Goodrich Business and
Coltec Aerospace.

                  "EnPro Common Stock" means the common stock, par value $0.01
per share, of EnPro.

                  "EnPro Contribution" has the meaning set forth in the
recitals.

                  "EnPro Contribution Agreement" means the Contribution and
Assumption of Liabilities Agreement, dated as of May 31, 2002 and effective as
of 10:59 p.m. on the Distribution Date, by and between EnPro and Goodrich.

                  "EnPro Group" means EnPro and the Contributed Subsidiaries,
including all successors to each of those Persons.

                  "EnPro Group Liabilities" means the following and only the
following obligations and Liabilities of any and all members of the EnPro Group:

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