FIRST AMENDMENT TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT, dated as of December 15, 1997 (this "Amendment"), is to that Receivables Purchase and Contribution Agreement...

                                 FIRST AMENDMENT
                                       TO
                 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT


     THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT,
dated as of December 15, 1997 (this "Amendment"), is to that Receivables
Purchase and Contribution Agreement dated as of September 19, 1997 (as amended
and modified hereby and as further amended and modified from time to time
hereafter, the "Purchase Agreement"), by and between COLTEC NORTH CAROLINA INC,
a North Carolina corporation, as seller (the "Seller"), and CNC FINANCE LLC, a
North Carolina limited liability company, as purchaser (the "Purchaser"). Terms
used and not otherwise defined in this Amendment shall have the meanings set
forth in the Purchase Agreement.

                               W I T N E S S E T H

     WHEREAS, the parties hereto desire to amend Schedule 1 referred to in, and
attached to, the Purchase Agreement to reflect the addition of certain Eligible
Originators; 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. Amendments.

     Schedule 1 referred to in, and attached to, the Purchase 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 Purchase 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 PURCHASE
AND CONTRIBUTION AGREEMENT to be duly executed and delivered by their proper and
duly authorized representatives as of the 15th day of December, 1997.


                                    COLTEC NORTH CAROLINA INC,
                                    as Seller


                                    By__________________________________________
                                      Name:
                                      Title:


                                    CNC FINANCE LLC,
                                    as Purchaser

                                    By: Coltec North Carolina Inc


                                    By__________________________________________
                                      Name:
                                      Title:



Accepted and Agreed:

CREDIT LYONNAIS
  NEW YORK BRANCH


By__________________________________________
  Name:
  Title:





                                   APPENDIX 1

                              Eligible Originators


AMI Industries, Inc.,
  a Subsidiary of Coltec Industries Inc
0000 Xxxxx Xxxxxxx Xx.
Xxxxxxxx Xxxxxxx, XX 00000

Xxxxxxxx Xxxxx Control Systems,
  a Division of Coltec Industries Inc
Charter Oak Boulevard
P.O. Box 330651
W. Hartford, CT 06133-0651

Delavan Gas Turbine Products,
  a Division of Delavan Inc
000 Xxxxxx Xxxxxx
X.X. Xxx 00000
Xxxx Xxx Xxxxxx, XX 00000-0000

Delavan Process Instrumentation,
  an Operating Unit of the Xxxxx Engineering Company
  Division of Coltec Industries Inc
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Xxxxxxx Bearings Inc,
  a Subsidiary of Coltec Industries Inc
000 Xxx Xxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000

Xxxxxxx Metallic Gaskets,
  an Operating Unit of Xxxxxxx Inc
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000

Xxxxxxx Sealing Technologies,
  a Division of Xxxxxxx Inc
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000





Xxxxxxx Sealing Technologies,
  a Division of Xxxxxxx Inc
000 Xxxxxx Xxxxx
Xxxxx, XX 00000

Xxxxxxx Sealing Technologies,
  a Division of Xxxxxxx of Canada Ltd
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx
Xxxxxx X0X-0X0

Xxxxx Tool,
  a Division of Coltec Industries Inc
00000 Xxxxxxx Xxxx
Xxxxxxx XX 00000

Xxxxx Engineering Company,
  a Division of Coltec Industries Inc
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Xxxxxxx Aerospace,
  a Division of Coltec Aerospace Canada Ltd.
0000 Xxxxx Xxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxx
Xxxxxx L6L-5Y7

Xxxxxxx Aerosystems,
  a Division of Coltec Industries Inc
0000 Xxxxx Xxxxxxx 000
Xxxxxx, XX 00000-0000

Quincy Compressor,
  a Division of Coltec Industries Inc
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000-0000

Stemco Truck Products,
  a Division of Stemco Inc
000 Xxxx Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000-0000






Walbar Arizona,
  a Division of Walbar Inc
000 X. Xxxxxxx Xxxx
Xxxxxxxx, XX 00000

Walbar Canada,
  a division of Coltec Aerospace Canada Ltd.
0000 Xxxxxxx Xxxx
Xxxxxxxxxxx
Xxxxxx X0X-0X0

Xxxxxx Metals,
  a Division of Walbar Inc
Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx
Xxxxxxx, XX 00000-0000

Walbar Metals,
  a Division of Walbar Inc
0000 Xxxxxxx 00 Xxxxx
Xxxxxx, XX 00000