<PAGE>
                                 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.



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     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

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     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:



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                                   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



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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,
  a Division of Coltec Industries Inc
12850 Inkster Road
Detroit MI 48239

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,
  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



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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