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EXHIBIT 4.11
SECOND AMENDMENT
TO
RECEIVABLES TRANSFER AND ADMINISTRATION AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES TRANSFER AND ADMINISTRATION AGREEMENT,
dated as of January 26, 1998 (this "Amendment"), is to that Receivables Transfer
and Administration Agreement, dated as of September 19, 1997 (as amended and
modified hereby and as amended by the First Amendment thereto, dated as of
December 15, 1997 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 thereof (each a "Seller" and, collectively, the
"Sellers") and COLTEC NORTH CAROLINA INC, a North Carolina corporation, as
Purchaser (the "Purchaser"). Terms used and not otherwise defined in this
Amendment shall have the meanings set forth in the Transfer Agreement.
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Transfer Agreement to reflect
the removal of Holley Performance Products Inc ("Holley") as a Seller under that
Agreement.
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 and Termination.
a. Holley desires to withdraw, and terminate its rights and
obligations, as a Seller under the Transfer Agreement, including, without
limitation, under the Sale Assignment, dated as of September 22, 1997 (the "Sale
Assignment") by and between Holley and the Purchaser, effective as of the date
of this Amendment. As of the date of this Amendment, the parties hereto agree
that Holley will no longer sell, transfer, absolutely assign, set over or convey
Receivables, Related Security and the proceeds thereof to the Purchaser under
the Agreement or under the Sale Assignment (which Sale Assignment is hereby
terminated as of the date hereof). 711e withdrawal of Holley as a Seller does
not affect the Receivables, Related Security and the proceeds thereof that were
transferred and assigned by Holley prior to the date of this Amendment. The
Purchaser will retain as its property the Receivables, Related Security and
proceeds thereof that were previously transferred by Holley to it.
b. Schedule 4.01(n) referred to in, and attached to, the Transfer
Agreement, is hereby deleted and replaced in its entirety with the revised
Schedule 4.01(n) 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.
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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 SECOND AMENDMENT TO RECEIVABLES TRANSFER AND
ADMINISTRATION AGREEMENT to be duly executed and delivered by their proper duly
authorized representatives as of the 26th day of January, 1998.
COLTEC INDUSTRIES INC,
as Sellers' Agent
By: /s/ Thomas B. Jones, Jr.
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Name: Thomas B. Jones, Jr.
Title: Vice President
COLTEC NORTH CAROLINA INC,
as Purchaser
By: /s/ Thomas B. Jones, Jr.
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Name: Thomas B. Jones, Jr.
Title: Vice President
HOLLEY PERFORMANCE PRODUCTS
INC, as Seller
By: /s/ Robert J. Tubbs
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Name: Robert J. Tubbs
Title: Vice President
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APPENDIX 1
Schedule 4.01(n)
LIST OF TRADENAMES
Subsidiaries Tradenames
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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. Menasco Aerosystems Inc None
10. Stemco Inc Stemco Truck Products
11. Walbar Inc Walbar Arizona
Walbar Metals