GAIL BINDERMAN, MARK ALEXANDER AND SHARON ZOFFNESS AS TRUSTEES U/I DTD APRIL 13, 2004 c/o Hartman & Craven LLP New York, New York 10022
EXHIBIT 5
XXXX XXXXXXXXX, XXXX XXXXXXXXX
AND XXXXXX XXXXXXXX AS TRUSTEES
U/I DTD APRIL 13, 2004
c/x Xxxxxxx & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
New York, New York 10022
April 27, 2006
Xx. Xxxxxx X. Xxxxxxxxx
President
Xxxxxxxx Corporation
000 Xxxx Xxxxxx
New York, New York 10166
Re: Exchange of Shares
Dear Xx. Xxxxxxxxx:
This letter is to confirm our agreement as of the date hereof to effect the following exchange of shares:
1. Effective as of April 27, 2006, Xxxx Xxxxxxxxx, Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxx as Trustees u/i dtd April 13, 2004 (the “April 2004 Trust”), hereby assign and convey, free of any and all liens, claims and encumbrances, 27,524 shares of the Class B common stock of Sequa Corporation, a Delaware corporation (“Sequa”), to Xxxxxxxx Corporation (“Xxxxxxxx”) in exchange for 27,500 shares of the Class A common stock of Sequa.
2. Effective as of April 27, 2006, Xxxxxxxx xxxxxx assigns and conveys, free of any and all liens, claims and encumbrances, 27,500 shares of the Class A common stock of Sequa to the April 2004 Trust in exchange for 27,524 shares of the Class B common stock of Sequa.
Very truly yours,
XXXX XXXXXXXXX, XXXX XXXXXXXXX
AND XXXXXX XXXXXXXX AS TRUSTEES
U/I DTD APRIL 13, 2004
By: /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
Trustee
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST SET FORTH ABOVE:
XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
President
