TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of March 11, 2005 is
among each of the parties named as a Borrower on the signature pages hereto (collectively, the "Borrowers";
each, individually, a "Borrower"), the financial institutions party hereto (the "Lenders"), and Bank of America.,
N.A., for itself and as agent for the Lenders (the "Agent"). Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement defined below.
A. The Agent and the Lenders are parties to that certain Credit Agreement dated as of May 16, 2002, as
amended, supplemented, restated or otherwise modified from time to time (the "Credit Agreement"), among the
Borrowers, the Agent and the Lenders.
B. The Borrowers, the Agent and the Lenders have agreed to certain amendments to the Credit Agreement as
described herein and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. PURCHASE AND SALE OF CIP AND GARLOCK BEARING. Coltec and Garlock Sealing have entered
into that certain Purchase and Sale Agreement, dated of even date herewith (the "CIP/GGB Purchase
Agreement"), pursuant to which, among other things, (a) Garlock Sealing has agreed to contribute to Garlock
Bearing certain assets relating to the Garlock Bearing business in accordance with the terms of the Contribution
Agreement dated of even date herewith between Garlock Sealing and GGB (the "GGB Contribution
Agreement"), (b) Garlock Sealing has agreed to sell to Coltec all of the Membership Interests (as defined in the
CIP/GGB Purchase Agreement) in CIP and Garlock Bearing, (c) Coltec has agreed to issue and deliver its
subordinated promissory note in the original principal amount