[EXECUTION
COUNTERPART]
CONSENT AND SECOND AMENDMENT
CONSENT AND SECOND AMENDMENT AGREEMENT dated as of
September 28, 1998 among SEQUA CORPORATION (the "Borrower"), the
Lenders party hereto and THE CHASE MANHATTAN BANK, as
Administrative Agent (in such capacity, the "Administrative
Agent").
The Borrower, the Lenders and the Administrative Agent
are parties to a Credit Agreement dated as of October 10, 1997
(as heretofore amended, the "Credit Agreement") providing,
subject to the terms and conditions thereof, for loans to be made
by said Lenders to the Borrower in an aggregate principal amount
not exceeding $150,000,000.
To permit the Borrower to consummate the Sequa
Chemicals Sale referred to below and enter into the Receivables
Agreements referred to below, the parties wish to amend the
Credit Agreement as hereinafter provided, and the Required
Lenders (as defined in the Credit Agreement) have consented to
such amendment. Accordingly, the Administrative Agent, acting
with the written consent of the Required Lenders, and the
Borrower hereby agree as follows:
SECTION 1. DEFINITIONS. Except as otherwise defined
in this Second Amendment, terms defined in the Credit Agreement
have the same respective meanings when used herein. In addition,
the following terms have the following meanings specified below:
"RECEIVABLES AGREEMENTS" means (1) the Receivables Purchase
Agreement dated as of November 13, 1998 among Sequa Receivables
Corp., the Borrower as initial servicer, Liberty Street Funding
Corp. as issuer and The Bank of Nova Scotia as administrator and
(2) the Purchase and Sale Agreement dated as of November 13, 1998
among the Originators named therein, Sequa Receivables Corp. and
the Borrower, each as from time to time amended or supplemented;
PROVIDED, that with respect to performance requirements or
restrictions placed on the Borrower and its Subsidiaries by the
terms thereof and Liens granted on the assets of the Borrower or
its Subsidiaries pursuant thereto, after giving effect to any
such amendment or supplement, the terms of such Receivables
Agreement shall be (a) no more restrictive or extensive than its
terms on the date hereof and
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(b) no more restrictive or extensive than, or not (in the
judgment of the Required Lenders) materially different from, the
terms of the Amended and Restated Receivables Purchase Agreement
dated as of June 24, 1993 (as in effect on the date hereof) among
Sequa Receivables Corp., the Borrower, certain financial
institutions party thereto and Chemical Bank.
"SEQUA CHEMICALS SALE" means the sale by the Borrower of
substantially all the business and assets of Sequa Chemicals,
Inc., and including the shares of stock of Sequa Chemicals S.A.,
to GenCorp Inc. on substantially the terms set forth in the
letter of intent dated July 9, 1998, as in effect on the date
hereof.
SECTION 2. CONSENT; RELEASE OF GUARANTY.
(a) Effective on the Effective Date, notwithstanding
anything in the Credit Agreement to the contrary, the
Administrative Agent, acting with the written consent of the
Required Lenders, hereby agrees that the Borrower may (1)
consummate the Sequa Chemicals Sale and (2) enter into and
perform its obligations under the Receivables Agreements.
(b) Effective upon the consummation of the Sequa Chemicals
Sale, the Administrative Agent hereby releases Sequa Chemicals
from its guaranty obligations under Article III of the Credit
Agreement in accordance with Section 10.02(b) of the Credit
Agreement.
SECTION 3. AMENDMENTS. Effective as of the date
hereof, but subject to Section 4 hereof, the Administrative
Agent, acting with the written consent of the Required Lenders,
and the Borrower agree that (i) the definition of "Receivables
Purchase Agreement" in Section 1.01 of the Credit Agreement is
deleted and replaced in its entirety with the definition of
"Receivables Agreements" set forth in Section 1 of this Consent
and Second Amendment and (ii) each reference in the Credit
Agreement to "Receivables Purchase Agreement" is replaced in its
entirety with the phrase "Receivables Agreements".
SECTION 4. CONDITIONS TO EFFECTIVENESS. This Consent
and Second Amendment shall become effective on the date (the
"Effective Date") on which each of the following conditions has
been satisfied: (i) this Consent and Second Amendment has been
duly executed and delivered by the parties hereto and (ii) the
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Administrative Agent shall have received an opinion of the
Borrower's counsel in form and substance satisfactory to the
Administrative Agent confirming (a) the due authorization,
execution and delivery by the Borrower of this Consent and Second
Amendment and (b) the legality, validity, binding effect and
enforceability hereof and of the Credit Agreement as amended
hereby.
SECTION 5. RATIFICATION. The Borrower hereby
represents and warrants to the Administrative Agent for the
benefit of the Lenders, as of the date hereof, that (I) the
execution, delivery and performance by the Borrower of this
Consent and Second Amendment have been duly authorized by all
necessary corporate action on its part and do not contravene any
applicable law or regulation or any contractual provision
applicable to it or require any consent or approval of any
Governmental Authority, (ii) this Consent and Second Amendment
constitutes the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms, (iii) the
representations and warranties set forth in Article IV of the
Credit Agreement are on the date hereof true and complete as if
made on and as of such date and as if as of the date hereof and
(iv) no Default has occurred and is continuing, or will have
occurred and be continuing, under the terms of the Credit
Agreement, as amended hereby and after giving effect to the Sequa
Chemicals Sale. Except as specifically amended hereby, the
Credit Agreement and each other Loan Document are in all respects
ratified and confirmed and shall remain unchanged and in full
force and effect. From and after the date hereof, all references
in the Credit Agreement and in any other related document to
"this Agreement", "the Credit Agreement" and words of like import
shall be deemed to refer to the Credit Agreement as amended
hereby.
SECTION 5. MISCELLANEOUS. This Consent and Second
Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this
Consent and Second Amendment by signing any such counterpart.
This Consent and Second Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Consent and Second Amendment to be duly executed and delivered as
of the day and year first above written.
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SEQUA CORPORATION
By: _________________________
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By: _________________________
Title:
ACKNOWLEDGED:
SEQUA CHEMICALS, INC.
CASCO INVESTORS CORPORATION
CHROMALLOY AMERICAN CORPORATION
CHROMALLOY GAS TURBINE CORPORATION
CASCO PRODUCTS CORPORATION
SEQUA FINANCIAL CORPORATION
ATLANTIC RESEARCH CORPORATION
By: _________________________
Name:
Title:
