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 Haber Tool Operation of Haber Tool
Company Inc ("Haber") as an Eligible Originator under that Agreement.
WHEREAS, Haber, 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, Haber has agreed to sell,
transfer, absolutely assign, set over and convey to Seller all Receivables
owned by Haber.
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 Haber Tool
Operation of Haber 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 Haber 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.
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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/ Thomas B. Jones, Jr.
------------------------------------------
Name: Thomas B. Jones, Jr.
Title: Vice President and Treasurer
CNC FINANCE LLC,
as Purchaser
By: /s/ Thomas B. Jones, Jr.
------------------------------------------
Name: Thomas B. Jones, Jr.
Title: Vice President and Treasurer
APPENDIX 1
Eligible Originators
AMI Industries, Inc.,
a Subsidiary of Coltec Industries Inc
1275 North Newport Rd.
Colorado Springs, CO 80916
Chandler Evans 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
811 Fourth Street
P.O. Box 65100
West Des Moines, IA 50265-0100
Delavan Process Instrumentation,
an Operating Unit of the Lewis Engineering Company
Division of Coltec Industries Inc
238 Water Street
Naugatuck, CT 06770
Garlock Bearings Inc,
a Subsidiary of Coltec Industries Inc
700 Mid Atlantic Parkway
Thorofare, NY 08086
Garlock Metallic Gaskets,
an Operating Unit of Garlock Inc
1977 Kindred Street
Houston, TX 77049
Garlock Sealing Technologies,
a Division of Garlock Inc
1666 Division Street
Palmyra, NY 14522
Garlock Sealing Technologies,
a Division of Garlock Inc
300 Alling Drive
Sodus, NY 14551
Garlock Sealing Technologies,
a Division of Garlock of Canada Ltd
2860 Plymouth Drive
Oakville, Ontario
Canada L6H-5S8
Haber Tool Operation,
an Operating Unit of Haber Tool Company Inc
42001 Koppernick
Canton, MI 48187
Lewis Engineering Company,
a Division of Coltec Industries Inc
238 Water Street
Naugatuck, CT 06770
Menasco Aerospace,
a Division of Coltec Aerospace Canada Ltd.
1400 South Service Road West
Oakville, Ontario
Canada L6L-5Y7
Menasco Aerosystems,
a Division of Coltec Industries Inc
4000 South Highway 157
Euless, TX 76040-7012
Quincy Compressor/Ortman Fluid Power,
a Division of Coltec Industries Inc
3501 Wismann Lane
Quincy, IL 62301-3116
Stemco Truck Products,
a Division of Stemco Inc
300 East Industrial Blvd.
Longview, TX 75602-4720
Walbar Arizona,
a Division of Walbar Inc
323 S. Bracken Lane
Chandler, AZ 85224
Walbar Canada,
a Division of Coltec Aerospace Canada Ltd.
1865 Sharlyn Road
Mississauga
Canada L4X-1R2
Walbar Metals,
a Division of Walbar Inc
Peabody Industrial Center, Fifth Street
Peabody, MA 01960-3369
Walbar Metals,
a Division of Walbar Inc
5502 Highway 25 North
Hodges, SC 29653