FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this "AMENDMENT") dated as of May 28,
1999 is entered into among SEQUA RECEIVABLES CORP., a New York
corporation (the "SELLER"), SEQUA CORPORATION, a Delaware
corporation (the "SERVICER"), LIBERTY STREET FUNDING CORPORATION,
a Delaware corporation (the "ISSUER"), and THE BANK OF NOVA
SCOTIA, a Canadian chartered bank acting through its New York
Agency ("BNS"), as administrator(in such capacity, together with
its successors and assigns in such capacity, the
"ADMINISTRATOR").
R E C I T A L S
1. The Seller, the Servicer, the Issuer and the
Administrator are parties to that certain Receivables Purchase
Agreement dated as of November 13, 1998 (the "AGREEMENT").
2. The Seller, the Servicer, the Issuer and the
Administrator desire to amend the Agreement as hereinafter set
forth.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. CERTAIN DEFINED TERMS. Capitalized terms which are
used herein without definition and that are defined in the
Agreement shall have the same meanings herein as in the
Agreement.
2. AMENDMENTS TO AGREEMENT. The Agreement is hereby
amended as follows:
2.1 RECEIVABLE. The definition of "Receivable" in EXHIBIT
I to the Agreement is amended in its entirety as follows:
"`RECEIVABLE' means any indebtedness and other obligations
owed to the Seller as assignee of any Originator or any
Originator by, or any right of the Seller or any Originator to
payment from or on behalf of, an Obligor whether constituting an
account, chattel paper, instrument or general intangible arising
in connection with the sale of goods or the rendering of services
by such Originator, and includes the obligation to pay any
finance charges, fees and other charges with respect thereto;
PROVIDED, HOWEVER, Receivable shall not include any Receivable
the Obligor of which is Breed Industries, Inc., a Delaware
corporation, or any Affiliate or Subsidiary thereof."
