Execution Counterpart
AMENDMENT NO. I
AMENDMENT NO. 1 dated as of April 13,1998 SEQUA
CORPORATION, a corporation duly organized and validly existing
under the laws of the State of Delaware (the "Borrower"); the
SUBSIDIARY GUARANTORS party hereto (the "Subsidiary Guarantors");
the LENDERS party hereto (the "Lenders"); and THE CHASE MANHATTAN
BANK, as agent for the Lenders (in such capacity, the
"Administrative Agent").
The parties hereto are parties to a Credit Agreement
dated as of October 10, 1997
(the "Credit Agreement"). Capitalized terms used but not
otherwise defined herein have the
meanings given them in the Credit Agreement. The parties wish to
amend the Credit Agreement to exclude the current portion of
certain long term indebtedness of the Borrower from the
calculation of "Short Term Indebtedness" for purposes of Section
7.1 1 of the Credit Agreement.
Section 1. AMENDMENTS. Subject to the execution and delivery
hereof by the Borrower. the Subsidiary Guarantors, the Required
Lenders and the Administrative Agent, but effective as of the
date hereof, the Credit Agreement is hereby amended as follows:
A. GENERAL. All references in the Credit Agreement to the
Credit Agreement (including indirect references) shall be deemed
to be references to the Credit Agreement as amended hereby.
B. SHORT TERM INDEBTEDNESS. The last sentence of Section 7.1 1
of the Credit Agreement shall be amended by adding "(a)" in line
five of such Section after the words "shall not include", and by
adding the following at the end of such sentence:
or (b) the current portion as determined in accordance
with GAAP of the existing Long Tenn Debt of the
Borrower; PROVIDED, that as used in this sentence, "the
existing Long Term Debt of the Borrower" shall be deemed
to refer to (I) the Senior Unsecured Notes of the
Borrower due 1999, (ii) the Senior Notes of the Borrower
due 2001, (iii) the Medium Term Notes of the Borrower
and (iv) the Senior Subordinated Notes of the Borrower
due 2003."
Section 2. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Lenders and the Administrative
Agent that 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
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date and as if each reference in such representations and
warranties to the Credit Agreement included reference to such
agreement as amended by this Amendment No. 1.
Section 3. MISCELLANEOUS. Except as herein provided, the Credit
Agreement shall remain unchanged and in fall force and effect.
This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. I by signing any such counterpart
and sending the same by telecopier, mail messenger or courier to
the Administrative Agent or counsel to the Administrative Agent.
This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
IN WITNESS OF WHEREOF, the parties hereto have caused this
Amendment No.1 to be duly executed as of the day and year first
above written.
SEQUA CORPORATION
By: _________________________
Name:
Title:
LENDERS
THE CHASE MANHATTAN BANK,
individually, as Swingline Lender,
as Issuing Bank and as
Administrative Agent
By: _________________________
Name:
Title:
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THE BANK OF NEW YORK, individually
and as Issuing Bank
By: _________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: _________________________
Name:
Title:
BANK OF MONTREAL
By: _________________________
Name:
Title:
THE FUJI BANK LIMITED (NEW YORK)
By: _________________________
Name:
Title:
BANKERS TRUST COMPANY
By: _________________________
Name:
Title:
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MELLON BANK N.A. (NEW YORK)
By: _________________________
Name:
Title:
NATEXIS BANQUE BFCE (NEW YORK)
By: _________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By: _________________________
Name:
Title:
THE SUMITOMO BANK LTD (NEW YORK)
By: _________________________
Name:
Title:
