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 3
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. Xxxx Xxxxxxxxx
Trustee
Xxxx Xxxxxxxxx, Xxxx Xxxxxxxxx
and Xxxxxx Xxxxxxxx as Trustees
u/i dtd July 15, 2005
c/x Xxxxxxx & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
New York, New York 10022
Re: Exchange of Shares
Dear Gail:
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, 125,492 shares of the Class B common stock of Sequa Corporation, a Delaware corporation (“Sequa”), to Xxxx Xxxxxxxxx, Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxxx as Trustees u/i dtd July 13, 2005 (the “July 2005 Trust”) in exchange for 125,385 shares of the Class A common stock of Sequa.
2. Effective as of April 27, 2006, the July 2005 Trust hereby assigns and conveys, free of any and all liens, claims and encumbrances, 125,385 shares of the Class A common stock of
Sequa to the April 2004 Trust in exchange for 125,492 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:
XXXX XXXXXXXXX, XXXX XXXXXXXXX
AND XXXXXX XXXXXXXX AS TRUSTEES
U/I DTD JULY 13, 2005
By: /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
Trustee
