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 Chandler Evans Control Systems Delavan Process Instrumentation Fairbanks Morse Engine Haber Tool Lewis Engineering Company Menasco Aerosystems Quincy Compressor Sterling Die 2. AMI Industries, Inc. Aircraft Seating Systems 3. Coltec Canada Inc None 4. Coltec Industrial Products France Compressor Products Ortman Fluid Power Plastomer Products 5. Delavan-Delta Inc Delavan Commercial Products 6. Delavan Inc Delavan Fuel Metering Products Delavan Gas Turbine Products 7. Garlock Bearings Inc None 8. Garlock Inc Garlock Metallic Gaskets Garlock Sealing Technologies 9. Holley Performance Products Inc Holley Performance Products 10. Menasco Aerosystems Inc None 11. Stemco Inc Stemco Truck Products 12. Walbar Inc Walbar Arizona Walbar Metals