\nARTICLE 1 TERM…………………………………………………………………………… 1<\/p>\n Section 1.01 Term of the Agreement……………………………………………………. 1<\/p>\n
ARTICLE 2 SERVICES……………………………………………………………………….. 2<\/p>\n
Section 2.01 Services Provided by Goodrich…………………………………………….. 2<\/p>\n
Section 2.02 Payment for Services Provided by Goodrich………………………………….. 2<\/p>\n
ARTICLE 3 CONTRACTS………………………………………………………………………. 2<\/p>\n
Section 3.01 Use of Certain Contracts…………………………………………………. 2<\/p>\n
Section 3.02 Payment for Goods and Services Purchased by the EnPro
\n Group Under the Subject Contracts…………………………………………. 2<\/p>\n
Section 3.03 Liability and Indemnification…………………………………………….. 2<\/p>\n
ARTICLE 4 TERMINATION…………………………………………………………………….. 3<\/p>\n
Section 4.01 Automatic Termination……………………………………………………. 3<\/p>\n
Section 4.02 Termination With Notice………………………………………………….. 3<\/p>\n
Section 4.03 Mutual Cooperation and Additional Assumptions………………………………. 3<\/p>\n
ARTICLE 5 GENERAL………………………………………………………………………… 3<\/p>\n
Section 5.01 Amendments; Non-Waiver…………………………………………………… 3<\/p>\n
Section 5.02 Notices………………………………………………………………… 3<\/p>\n
Section 5.03 Governing Law…………………………………………………………… 4<\/p>\n
Section 5.04 Level of Service………………………………………………………… 4<\/p>\n
Section 5.05 Transitional Nature of Services; Changes…………………………………… 4<\/p>\n
Section 5.06 Mutual Cooperation………………………………………………………. 4<\/p>\n
Section 5.07 Independent Contractors………………………………………………….. 5<\/p>\n
Section 5.08 Severability……………………………………………………………. 5<\/p>\n
Section 5.09 Entire Agreement………………………………………………………… 5<\/p>\n
Section 5.10 Assignment……………………………………………………………… 5<\/p>\n
Section 5.11 Interpretation………………………………………………………….. 5<\/p>\n
Section 5.12 Nonexclusive Remedies……………………………………………………. 6<\/p>\n
Section 5.13 Third-Party Beneficiaries………………………………………………… 6<\/p>\n
Section 5.14 Counterparts; Effectiveness………………………………………………. 6<\/p>\n
Section 5.15 Survival……………………………………………………………….. 6
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
-i-<\/p>\n
TRANSITION SERVICES AGREEMENT<\/p>\n
TRANSITION SERVICES AGREEMENT (this “AGREEMENT”), dated as of May 31,
\n2002, by and between Goodrich Corporation, a New York corporation (“GOODRICH”),
\nand EnPro Industries, Inc., a North Carolina corporation (“ENPRO”).<\/p>\n
RECITALS<\/p>\n
A. The Board of Directors of Goodrich has determined that it is
\nin the best interests of Goodrich and its shareholders to separate Goodrich’s
\nengineered industrial products business from its other existing businesses.<\/p>\n
B. The Board of Directors of Goodrich, after consultation with
\nGoodrich’s management and financial and legal advisors, has determined that it
\nis appropriate and in the best interests of Goodrich and the Goodrich
\nShareholders to divest Goodrich’s indirect ownership interest in the EnPro
\nBusiness, through a pro rata distribution of all of the EnPro Common Stock to
\nthe Goodrich Shareholders pursuant to the terms and subject to the conditions
\nof this Agreement (the “DISTRIBUTION”).<\/p>\n
C. Goodrich and EnPro are entering into a Distribution Agreement
\n(the “DISTRIBUTION AGREEMENT”) and other Ancillary Agreements (as defined in
\nthe Distribution Agreement), including this Agreement, that set forth the
\nmatters relating to the relationship and the respective rights and obligations
\nof Goodrich and EnPro to one another following the Distribution.<\/p>\n
D. In connection with the Distribution, Goodrich and EnPro have
\nagreed to enter into this Agreement in order for Goodrich to assist EnPro by
\nproviding certain temporary transitional services and support not otherwise
\nspecified in any of the Ancillary Agreements.<\/p>\n
AGREEMENT<\/p>\n
NOW, THEREFORE, in consideration of the foregoing, the mutual
\ncovenants and undertakings contained in this Agreement, and other good and
\nvaluable consideration, the receipt and sufficiency of which are hereby
\nacknowledged, Goodrich and EnPro hereby agree as follows:<\/p>\n
ARTICLE 1<\/p>\n
TERM<\/p>\n
Section 1.01 Term of the Agreement. The term of this Agreement
\nshall be from the date hereof (the “EFFECTIVE DATE”) to and including December
\n31, 2002 (the “TERM”), although the actual duration of specific services may be
\nfor a shorter or longer period as provided on the Schedules attached hereto.
\nThe Term may be extended by the mutual agreement of Goodrich and EnPro.<\/p>\n
ARTICLE 2<\/p>\n
SERVICES<\/p>\n
Section 2.01 Services Provided by Goodrich. Goodrich shall
\nprovide to EnPro during the Term of this Agreement the services listed on
\nSchedule A-1 and Schedule A-2 attached hereto. The services listed on
\nSchedule A-1 and Schedule A-2 are based on the understanding of the parties
\nhereto of the transitional services reasonably required by EnPro at the date of
\nthis Agreement. EnPro may reduce or terminate any specific services at any time
\nupon 30 days’ written notice.<\/p>\n
Section 2.02 Payment for Services Provided by Goodrich.<\/p>\n
(a) EnPro shall pay Goodrich on a monthly basis, for
\nservices provided to EnPro by Goodrich hereunder, (i) amounts specified as
\n“Cost Allocated to EnPro” on Schedule A-1 and Schedule A-2, (ii) reasonable
\nout-of-pocket direct expenses incurred by Goodrich in connection with providing
\nservices and (iii) charges by third party service providers that are
\nattributable to services provided to or for EnPro and are not included in (i)
\nor (ii) above. To the extent that EnPro has provided notice to reduce services
\nin accordance with Section 2.01 the “Cost Allocated to EnPro” shall be
\nappropriately reduced.<\/p>\n
(b) Charges for the services shall be invoiced on or
\nabout the tenth day of the calendar month next following the calendar month in
\nwhich the services have been performed, and such invoice shall be paid within
\n30 days following receipt thereof.<\/p>\n
ARTICLE 3<\/p>\n
CONTRACTS<\/p>\n
Section 3.01 Use of Certain Contracts. Subject to the approval of
\nthird party vendors or service providers, Goodrich will allow EnPro and its
\nU.S. subsidiaries (collectively the “ENPRO GROUP”) to purchase goods and
\nservices under or otherwise utilize the contracts listed in Schedule A-3 (the
\n“SUBJECT CONTRACTS”) during the terms set forth in that schedule. EnPro’s right
\nto purchase goods and services under or otherwise utilize the Subject Contracts
\nshall terminate at the end of the terms set forth in Schedule A-3 unless the
\nterms are extended by mutual agreement of Goodrich and EnPro.<\/p>\n
Section 3.02 Payment for Goods and Services Purchased by the
\nEnPro Group Under the Subject Contracts. Any member of the EnPro Group shall
\npay vendors\/service providers directly for all goods and services received by
\nthe EnPro Group under the Subject Contracts unless different methods of payment
\nor payees are set forth in Schedule A-3.<\/p>\n
Section 3.03 Indemnification. EnPro shall be solely liable and
\nresponsible for all costs incurred by the EnPro Group under the Subject
\nContracts and shall indemnify, defend, save and hold harmless Goodrich and its
\nsubsidiaries from and against every claim, obligation, liability, cost and
\nexpense arising out of the EnPro Group’s purchase of goods and services under
\nor other use of the Subject Contracts.<\/p>\n
2<\/p>\n
ARTICLE 4<\/p>\n
TERMINATION<\/p>\n
Section 4.01 Automatic Termination. This Agreement automatically
\nwill terminate at the conclusion of the Term unless such Term is extended in
\naccordance with Section 1.01 hereto.<\/p>\n
Section 4.02 Termination With Notice. If either Goodrich or EnPro
\n(the “DEFAULTING PARTY”) fails adequately to perform in any material respect
\nany of its material obligations under this Agreement, whether voluntarily or
\ninvoluntarily, the other may terminate this Agreement upon 120 days’ written
\nnotice to the Defaulting Party that it has so failed to perform its obligations
\nunder this Agreement, unless during such period the Defaulting Party remedies
\nsuch failure.<\/p>\n
Section 4.03 Mutual Cooperation and Additional Assumptions. Prior
\nto the termination of this Agreement, the parties shall reasonably cooperate in
\ngood faith to facilitate an orderly transition of responsibility for the
\nservices, and each party shall deliver to the other party copies of such
\ndocuments, records and information as are reasonably necessary to achieve such
\ntransition. Upon the termination of this Agreement, Goodrich promptly shall
\ndeliver to EnPro copies of all remaining documents, records and information in
\nGoodrich’s possession and owned by EnPro or to which EnPro is otherwise
\nentitled pursuant to the other Ancillary Agreements that may be reasonably
\nnecessary for the other party to assume complete internal responsibility for
\nall of the services.<\/p>\n
ARTICLE 5<\/p>\n
GENERAL<\/p>\n
Section 5.01 Amendments; Non-Waiver.<\/p>\n
(a) Any provision of this Agreement may be amended or
\nwaived if, and only if, such amendment or waiver is in writing and signed, in
\nthe case of an amendment, by each party, or in the case of a waiver, by the
\nparty against whom the waiver is to be effective.<\/p>\n
(b) The failure of either party to enforce at any time
\nor for any of the provisions hereof will not be construed to be a waiver of
\nsuch provisions or of the right of such party thereafter to enforce each and
\nevery such provision.<\/p>\n
Section 5.02 Notices. All notices, requests, consents and other
\ncommunications hereunder must be in writing and will be deemed to have been
\nduly given (a) when received if personally delivered or sent by facsimile, (b)
\none business day after being sent by nationally recognized overnight delivery
\nservice, or (c) five business days after being sent by nationally registered or
\ncertified mail, return receipt requested, postage prepaid, and in each case
\naddressed as follows (any party by written notice to the other party in the
\nmanner prescribed by this Section may change the address or the persons to whom
\nnotices thereof shall be directed):<\/p>\n
3<\/p>\n
To EnPro at: EnPro Industries, Inc.
\n 5605 Carnegie Boulevard, Suite 500
\n Charlotte, North Carolina 28209
\n Attention: General Counsel
\n Fax Number: (704) 731-1500<\/p>\n
with a copy to: Robinson, Bradshaw & Hinson P.A.
\n 101 North Tryon Street, Suite 1900
\n Charlotte, North Carolina 28246-1900
\n Fax: (704) 378-4000
\n Attention: Stephen M. Lynch, Esq.<\/p>\n
To Goodrich at: Goodrich Corporation
\n Four Coliseum Centre
\n 2730 West Tyvola Road
\n Charlotte, North Carolina 28217
\n Attention: General Counsel
\n Fax Number: (704) 423-7011<\/p>\n
with a copy to: Jones, Day, Reavis & Pogue
\n North Point
\n 901 Lakeside Avenue
\n Cleveland, Ohio 44114
\n Fax: (216) 579-0212
\n Attention: David P. Porter, Esq.<\/p>\n
Section 5.03 Governing Law. This Agreement will be construed and
\nenforced in accordance with the internal substantive laws of the State of New
\nYork, without giving effect to the principles of conflicts of law thereof.<\/p>\n
Section 5.04 Level of Service. Goodrich undertakes to use the
\nsame degree of care in rendering services under this Agreement as it
\nrespectively utilizes in rendering such services for its own operations and
\nshall not be liable for any failure to provide services other than a failure
\ncaused by or attributable to its gross negligence or intentional misconduct or
\nthat of any of its affiliates, employees, officers or other agents. Nothing in
\nthis Agreement will require Goodrich to perform or cause to be performed any
\nservice in a manner that would constitute a violation of applicable laws.<\/p>\n
Section 5.05 Transitional Nature of Services; Changes. The
\nparties acknowledge the transitional nature of the services and that either
\nparty may make changes from time to time in the manner of performing the
\nservices if such party is making similar changes in performing similar services
\nfor its own operations and if such party furnishes to the other party
\nsubstantially the same notice (in content and timing) as such party furnishes
\nto those part of its own operations respecting such changes.<\/p>\n
Section 5.06 Mutual Cooperation. EnPro, Goodrich and their
\nrespective affiliates shall cooperate with each other in connection with the
\nperformance of the services<\/p>\n
4<\/p>\n
hereunder, including producing on a timely basis all information that is
\nreasonably requested with respect to the performance of the services and the
\ntransition at the end of the Term; provided, however, that such cooperation
\nmust not unreasonably disrupt the normal operations of EnPro, Goodrich and
\ntheir respective affiliates; provided, further, that the party requesting
\ncooperation shall pay all reasonable out-of-pocket costs and expenses incurred
\nby the party furnishing cooperation, unless otherwise expressly provided in
\nthis Agreement or the Distribution Agreement.<\/p>\n
Section 5.07 Independent Contractors. EnPro and Goodrich each
\nacknowledge that they are separate entities, each of which has entered into
\nthis Agreement for independent business reasons. The relationships of EnPro to
\nGoodrich and of Goodrich to EnPro hereunder are those of independent
\ncontractors and nothing contained herein shall be deemed to create a joint
\nventure, partnership or any other relationship.<\/p>\n
Section 5.08 Severability. If any term or other provision of this
\nAgreement is invalid, illegal or incapable of being enforced by any rule of law
\nor public policy, all other terms and provisions of this Agreement will
\nnevertheless remain in full force and effect so long as the economic or legal
\nsubstance of the transactions contemplated hereby is not affected in any manner
\nadverse to any party hereto. Upon any such determination that any term or other
\nprovision is invalid, illegal or incapable of being enforced, the parties
\nhereto shall negotiate in good faith to modify this Agreement so as to effect
\nthe original intent of the parties as closely as possible in an acceptable
\nmanner, to the end that the transactions contemplated by this Agreement are
\nconsummated to the extent possible.<\/p>\n
Section 5.09 Entire Agreement. This Agreement supersedes and
\ncancels any and all previous agreements, written or oral, between the parties
\nrelating to the subject matter hereof. No representation, inducement, promise,
\nunderstanding, condition or warranty not set forth herein or in the
\nDistribution Agreement or the Ancillary Agreements has been made or relied upon
\nby any party. This Agreement, the Distribution Agreement and the Ancillary
\nAgreements express the complete and final understanding of the parties with
\nrespect to the subject matter thereto and may not be changed in any way, except
\nby an instrument in writing signed by both parties.<\/p>\n
Section 5.10 Assignment. This Agreement and the rights and duties
\nhereunder are binding upon and inure to the benefit of the successors and
\npermitted assigns of each of the parties to this Agreement, but are not
\nassignable or delegable by either party without the prior written consent of
\nthe other, which consent shall not be unreasonably withheld.<\/p>\n
Section 5.11 Interpretation. The headings contained in this
\nAgreement are solely for convenience of reference and shall not be given any
\neffect in the construction or interpretation of this Agreement. Whenever the
\nword “including” is used in this Agreement, it shall be deemed to be followed
\nby the words “without limitation.” Whenever a reference is made in this
\nAgreement to a “party” or “parties,” such reference shall be to a party or
\nparties to this Agreement unless otherwise indicated. The use of any gender
\nherein shall be deemed to be or include the other genders and the use of the
\nsingular herein shall be deemed to include the plural (and vice versa),
\nwherever appropriate. Whenever a reference is made in this Agreement to an
\nArticle, Section or Schedule, such reference shall be to an Article or Section
\nof, or a Schedule to, this Agreement unless otherwise indicated. The use of the
\nwords “hereof” and<\/p>\n
5<\/p>\n
“herein” and words of similar import shall refer to this entire Agreement and
\nnot to any particular article, section, subsection, clause, paragraph or other
\nsubdivision of this Agreement, unless the context clearly indicates otherwise.
\nEach party stipulates and agrees that the rule of construction to the effect
\nthat any ambiguities are to be resolved against the drafting party shall not be
\nemployed in the interpretation of this Agreement to favor any party against the
\nother, and that no party, including any drafting party, shall have the benefit
\nof any legal presumption (including “meaning of the authors”) or the detriment
\nof any burden of proof by reason of any ambiguity or uncertain meaning
\ncontained in this Agreement.<\/p>\n
Section 5.12 Nonexclusive Remedies. The rights and remedies
\nherein provided shall be cumulative and not exclusive of any rights or remedies
\nprovided by law.<\/p>\n
Section 5.13 Third-Party Beneficiaries. Nothing contained in this
\nAgreement is intended to nor shall it confer upon any person or entity, other
\nthan the parties hereto and their respective subsidiaries, successors and
\npermitted assigns, any benefit, right or remedies under or by reason of this
\nAgreement.<\/p>\n
Section 5.14 Counterparts; Effectiveness. This Agreement may be
\nsigned in any number of counterparts, each of which shall be an original, with
\nthe same effect as if the signatures thereto and hereto were upon the same
\ninstrument.<\/p>\n
Section 5.15 Survival. All covenants and agreements of the
\nparties contained in this Agreement shall survive the Distribution Date.<\/p>\n
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]<\/p>\n
6<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
\nbe duly executed by their respective authorized officers as of the date first
\nabove written.<\/p>\n
GOODRICH CORPORATION<\/p>\n
By: \/s\/ Kenneth L. Wagner
\n ————————————–
\n Name: Kenneth L. Wagner
\n Title: Assistant Secretary<\/p>\n
ENPRO INDUSTRIES, INC.<\/p>\n
By: \/s\/ Richard L. Magee
\n ————————————–
\n Name: Richard L. Magee
\n Title: Senior Vice President,
\n Secretary and General Counsel<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7453,7661],"corporate_contracts_industries":[9459,9476],"corporate_contracts_types":[9622,9628],"class_list":["post-43774","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enpro-industries-inc","corporate_contracts_companies-goodrich-corp","corporate_contracts_industries-manufacturing__rubber","corporate_contracts_industries-aerospace__space","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43774","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43774"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43774"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43774"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43774"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}