EXHIBIT 10.4
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 rela