EXHIBIT 4.11(b)
SECOND AMENDMENT
TO
RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AND CONTRIBUTION
AGREEMENT dated as of October 23, 1998 (this "Amendment"), is to that
Receivables Purchase and Contribution Agreement, dated as of September 19,
1997, as amended by the First Amendment dated as of December 15, 1997, (the
"First Amendment"), 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 of the Purchase
Agreement to reflect the addition of the Xxxxx Tool Operation of Xxxxx Tool
Company Inc ("Xxxxx") as an Eligible Originator under that Agreement.
WHEREAS, Xxxxx, as confirmed by Amendment dated Otober 23, 1998, has
been made a party to that certain Receivables Transfer and Administration
Agreement, dated as of September 19, 1997, as amended by the First Amendment
thereto, dated as of December 15, 1997 and the Second Amendment thereto, dated
as of January 26, 1998, and as further amended and modified from time to time
hereafter ("Transfer Agreement").
WHEREAS, under the Transfer Agreement, Xxxxx has agreed to sell,
transfer, absolutely assign, set over and convey to Seller all Receivables
owned by Xxxxx.
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.
a. Seller desires to confirm the addition of the Xxxxx Tool
Operation of Xxxxx as an Eligible Originator under the Purchase Agreement. The
parties hereto agree that Seller began selling, transferring, absolutely
assigning, setting over, conveying and contributing to the Purchaser all
Receivables of Xxxxx Tool Operation owned by the Seller as of December 31,
1997.
b. Schedule 1 referred to in, and attached to, the Purchase
Agreement, is hereby deleted and replaced in its entirety with the revised
Schedule 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]
The undersigned have caused this AMENDMENT TO RECEIVABLES PURCHASE AND
CONTRIBUTION AGREEMENT to be duly executed and delivered by their proper duly
authorized representatives as of the 23rd day of October, 1998.
COLTEC NORTH CAROLINA INC,
as Seller
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President and Treasurer
CNC FINANCE LLC,
as Purchaser
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President and Treasurer
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 Operation,
an Operating Unit of Xxxxx Tool Company Inc
00000 Xxxxxxxxxx
Xxxxxx, 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/Xxxxxx Fluid Power,
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
