FIRST AMENDMENT
TO
RECEIVABLES TRANSFER AND ADMINISTRATION AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES TRANSFER AND ADMINISTRATION AGREEMENT,
dated as of December 15, 1997 (this "Amendment"), is to that Receivables
Transfer and Administration Agreement, dated as of September 19, 1997 (as
amended and modified hereby and as further amended and modified from time to
time hereafter, the "Transfer Agreement"), by and among COLTEC INDUSTRIES INC, a
Pennsylvania corporation, as agent for the Sellers (the "Sellers' Agent"), as
collection agent (the "Collection Agent") and as a Seller, the entities listed
on the signature pages thereto (each a "Seller" and, collectively, the
"Sellers") and COLTEC NORTH CAROLINA INC, a North Carolina corporation (the
"Purchaser"). Terms used and not otherwise defined in this Amendment shall have
the meanings set forth in the Transfer Agreement.
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend Schedule 4.01(n) referred to
in, and attached to, the Transfer Agreement to reflect additional tradenames of
certain of the Sellers; and
WHEREAS, in accordance with the terms of that certain Receivables Purchase
Agreement, dated as of September 19, 1997, by and among CNC Finance LLC, as
seller, the Collection Agent, Atlantic Asset Securitization Corp., The
Industrial Bank of Japan Limited, Lloyds Bank PLC, The Sumitomo Bank, Limited
(whose interest thereunder has been assigned to the other Banks party thereto)
and Credit Lyonnais New York Branch (the "Agent"), the Agent has consented to
such amendment on the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment.
Schedule 4.01(n) referred to in, and attached to, the Transfer Agreement is
hereby deleted and replaced in its entirety with Appendix 1 attached hereto.
2. No Other Changes.
Except as modified by this Amendment, all of the terms and provisions of
the Transfer Agreement remain in full force and effect.
3. Counterparts.
This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original. It shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.
4. Governing Law.
This Amendment shall be construed and enforced in accordance with the laws
of the State of North Carolina without regard to its rules with respect to
conflicts of law.
[Remainder of Page Intentionally Left Blank]
2
The undersigned have caused this FIRST AMENDMENT TO RECEIVABLES TRANSFER
AND ADMINISTRATION AGREEMENT to be duly executed and delivered by their proper
and duly authorized representatives as of the 15th day of December, 1997.
COLTEC INDUSTRIES INC,
as Sellers' Agent
By__________________________________
Name:
Title:
COLTEC NORTH CAROLINA INC,
as Purchaser
By__________________________________
Name:
Title:
Accepted and Agreed:
CREDIT LYONNAIS
NEW YORK BRANCH
By_______________________________
Name:
Title:
APPENDIX 1
List of Tradenames
Subsidiaries Tradenames
------------ ----------
1. Coltec Industries Inc Xxxxxxxx Xxxxx Control Systems
Delavan Process Instrumentation
Fairbanks Xxxxx Engine
Xxxxx Tool
Xxxxx Engineering Company
Xxxxxxx Aerosystems
Quincy Compressor
Sterling Die
2. AMI Industries, Inc. Aircraft Seating Systems
3. Coltec Canada Inc None
4. Coltec Industrial Products France Compressor Products
Xxxxxx Fluid Power
Plastomer Products
5. Delavan-Delta Inc Delavan Commercial Products
6. Delavan Inc Delavan Fuel Metering Products
Delavan Gas Turbine Products
7. Xxxxxxx Bearings Inc None
8. Xxxxxxx Inc Xxxxxxx Metallic Gaskets
Xxxxxxx Sealing Technologies
9. Xxxxxx Performance Products Inc Xxxxxx Performance Products
10. Xxxxxxx Aerosystems Inc None
11. Stemco Inc Stemco Truck Products
12. Walbar Inc Walbar Arizona
Walbar Metals
